Dampier Solar Salt Industry Agreement Act 1967

The Act operates through contractual statutoryisation. The Agreement (First Schedule) functions as a comprehensive concession and regulatory framework; the key concepts are rights of tenure, transport and infrastructure rights, economic sharing (rent, royalties and escalation), State covenants and restraints, Company operational obligations and timelines, allocation of risk (force majeure and limitation of liability), dispute resolution, and post‑termination consequences.

• Tenure and site allocation. The State is obliged to cause the production‑site land identified on the Plan to be leased under the Mining Act on specified terms, including a 21‑year initial term with two 21‑year renewal options (cl. 3(1)(a), (d)). The Agreement also contemplates stockpile site leases (cl. 4(3)), machinery and tailings leases and other tenements (cl. 8(1)). The Land Act is explicitly deemed modified for certain sales and leases (cl. 8(2)) and the Mining Act is to treat these leased lands as “Private Land” (ratifying provisions in cl. 2(2)(b)).

• Transport, port and infrastructure rights. The Company has conditional rights to construct a jetty and associated berthing/loading facilities subject to Ministerial specification approval and considerations of interference with other port traffic (cl. 4). Rights to build and operate rail, conveyor or roadway links between production site and jetty or stockpile site are provided subject to surveys, Hamersley Iron approvals where routes traverse its lands, and payment of acquisition costs (cl. 6).

• Economic terms: rental, royalty and escalation. Rentals are specified ($4 per 100 acres per annum for the production site (cl. 3(1)(b)); $5 per acre for stockpile site (cl. 4(3)); nominal rates for jetties) and royalties are tiered by annual tonnage: 5c/ton for first 500,000 t, 6.25c/ton for next 500,000 t, and 7.5c/ton thereafter (cl. 10(1)). An escalation mechanism (cl. 12) permits percentage increases to rental and royalty items if average realised export prices exceed the price at the 7th anniversary, with increases lasting seven years following each trigger anniversary.

• Company operational obligations and performance thresholds. The Company must, if it gives the notice in cl. 34, commence construction by 31 Dec 1968 and complete by 31 Dec 1972 of a plant with initial capacity to produce and load at least 475,000 tons per year, and later to increase capacity subject to market and finance (cl. 9). Default triggers include failure to ship 350,000 tons in a year after 30 June 1977 coupled with a four‑year average below 350,000 t, or breaches of covenants that are not remedied (cl. 19(a)).

• Risk allocation. The Agreement includes a force majeure clause (cl. 27) listing events beyond control (Acts of God, strikes, shortages, inability to profitably sell salt due to world economic conditions, etc.), an indemnity in favour of the State against actions relating to Company works (cl. 29), and a specific Company immunity where the Company removes or fails to maintain levees and third parties then suffer damage to their improvements (cl. 18).

• State covenants and restraints. The State undertakes a range of protective covenants: not to resume land that would unreasonably impede Company activities without consent (cl. 22(a)); not to impose discriminatory taxes or charges through agencies (cl. 22(b)); to treat valuation of lands for rating purposes as unimproved value (cl. 22(d)); and to provide housing lot leases with an option to purchase at a capped price (cl. 13). The Agreement also makes the State liable to upgrade roads at Company request and cost, subject to Ministerial approval (cl. 22(c)).

• Regulatory overlay. The variation agreement adds an express environmental proviso (new cl. 30A) so that nothing in the Agreement exempts the Company from environmental protection requirements imposed by State agencies under any Act.

Mechanically the Act makes these private law allocations enforceable as public law by statutoryisation (s 3, s 3A), and the by‑laws power in s 4 gives a specific delegated rule‑making route for the Governor to address facility management under clause 7. Arbitration is the default dispute resolution path (cl. 24).

Primary parties. The Agreement creates legal rights and duties principally between the State of Western Australia and Dampier Salt Limited, the two contracting parties named in the First and Second Schedules. Those parties are the primary payers, decision‑makers and beneficiaries under the statutoryised contract: the Company receives leases, infrastructure rights and concessionary terms (cll. 3-6, 13, 15), while the State receives rentals, royalties and statutory powers to enforce and resume rights (cll. 10, 19, 3(1)(h)).

Private third parties and other firms. The Agreement expressly contemplates interactions with Hamersley Iron Pty. Ltd., where Hamersley’s rights may constrain the Company’s infrastructure routing and approval (cll. 4(1), 6(1)(b), 6(4)). Hamersley’s consent is required before the Company may exercise options over land leased by Hamersley (cl. 3(5)), and the State will consult Hamersley when surveying routes (cl. 6(1)-(2)). Other businesses and customers that might use or be affected by public roads, jetties, or port facilities are also affected because the Agreement permits the State to charge usual jetty charges against vessels using Company jetties (cl. 11), and the State may require conservation of public use of lands near jetties (cl. 4(1) conditions on jetty use).

Government actors. Multiple State actors are implicated. The Minister (as defined in cl. 1 of the Agreement) exercises approvals and discretionary powers: granting leases and licences, approving works specifications, recommending by‑laws to the Governor (cl. 7, cl. 4, cl. 6), extending periods (cl. 35), and issuing notices on default (cl. 19). The Governor is empowered by the Act to make by‑laws under clause 7 and to publish and lay those by‑laws (s 4). The Director of Engineering is given a role in approving options that may affect public road or rail needs (cl. 3(6)). Local authorities and State agencies are affected because the Agreement contemplates payments to local authorities for services (cl. 13(1)(f)), and environmental or other statutory requirements remain applicable (cl. 30; variation cl. 30A).

Finance providers and assignees. Mortgagees, assignees and appointees of the Company are within scope. Assignments and security interests are permitted with Ministerial consent subject to a deed of covenant by the assignee (cl. 23(1)). The Agreement requires notice to any approved mortgagee on default where the mortgagee has a registered office in Perth (cl. 19(a)).

Employees and contractors. The Agreement contemplates that employees and contractors engaged by the Company will be affected by infrastructure, housing and community facilities provisions (cl. 13, cl. 20), and by employment‑related covenants: the State agreed that during the currency of the Agreement the Company shall not be required to comply with labour conditions imposed by or under any Act in regard to any lease within the work sites (cl. 22(e)).

International purchasers and Commonwealth authorities. Exporters and purchasers overseas are indirectly affected because the Company must pay royalties computed on shipments (cl. 10) and the Agreement contemplates State representations to the Commonwealth for export licences where Commonwealth law requires one (cl. 17). The Commonwealth itself is not a contracting party under the Agreement, but its regulatory regimes for export licences and import taxes are incorporated into price calculations for escalation (cl. 12(2)(d), (g)).

Wider public and future users. The Agreement includes public interest constraints and State discretion (for example, the State’s reservation to excise areas for railway construction (cl. 3(1)(h)) and the State’s power to enter and remedy defaults at Company cost (cl. 19(a))). Those mechanisms mean future infrastructure projects, other businesses, and public agencies may be materially affected by the concessions the State has granted.

This section sets out the core specific duties placed on each party and the principal legal rights conferred by the Agreement as adopted into statute by the Act.

Duties on the Company

• Constructive obligations and timetable. If the Company serves the cl. 34 notice, it must commence construction by 31 December 1968 and complete a solar salt plant designed to produce and load at least 475,000 tons per annum by 31 December 1972; it is also obliged to use best endeavours to increase capacity to one million tons subject to markets and finance (cl. 9(a)-(b); cl. 12(3)).

• Quarterly royalty returns and payments. The Company must submit quarterly returns within 21 days after quarter‑end and pay the royalty within one month of the return’s due date (cl. 10(2)).

• Record keeping and inspection. The Company must permit Minister for Mines’ nominees to inspect production books and records at reasonable times and produce copies or extracts necessary to determine royalties (cl. 10(3)).

• Payment of rents and costs. The Company must pay specified rentals for leases, reimburse the State for survey and resumption costs when requested (cl. 3(1)(e); cl. 3(1)(h) and immediately following), and pay costs relating to surveys, acquisitions, or incidental costs for transport routes (cl. 6(2)).

• Compliance and indemnity. The Company must comply with State laws (cl. 30) and indemnify the State and its servants and contractors in respect of claims arising out of construction, maintenance or use of Company infrastructure (cl. 29).

• Notification duties. The variation agreement added an express duty to promptly give notice of force majeure events (amendment to cl. 27), and the Company must give notice when exercising options (3 months’ notice to Director of Engineering; cl. 3(6)).

Rights of the Company

• Lease and renewal rights. The Company is entitled to a production site lease for 21 years with two further 21‑year renewal options on the same rental and royalty terms (cl. 3(1)(a), (d)).

• Infrastructure and usage rights. The Company has rights to construct and operate a jetty subject to Ministerial approval and certain port interference conditions (cl. 4(1)), rights to stockpile site leases (cl. 4(3)), liberty to draw and use sea water without charge and to discharge residual brines at approved points (cl. 15), and exclusive right to mine minerals from residual brines if and when economical (cl. 15).

• Transport rights. Until ten years after first shipment the Company may, subject to cl. 14(2), operate prime movers with two trailers up to 85 feet in length on public roads between production site and stockpile (cl. 14(1)-(2)). The Company may construct railways, roadways or mechanical conveyors over surveyed routes once leases/easements/licenses are granted (cl. 6(1)-(3)).

• Limited liability in levee failures. Clause 18 provides that where the Company constructs levees and later removes or fails to maintain them and a third party suffers damage to adjacent improvements, the Company shall not be liable for those damages (cl. 18).

• Assignment and financing flexibility. Subject to Ministerial consent and a deed of covenant, the Company may assign, mortgage, charge, sub‑let or dispose of its rights and appoint others to exercise its powers (cl. 23(1)).

Duties and rights of the State

• Granting obligations. The State must grant or cause to be granted the agreed leases, licences and tenements under modified statutory terms (cl. 3(1); cl. 4; cl. 8). The State must consider and, where appropriate, cause surveys to be made for transport routes and grant rights over the surveyed route on reasonable terms (cl. 6(1)-(2)).

• Protective covenants. The State covenants not to resume land so as to unreasonably impede Company operations, not to impose discriminatory taxes through agencies, to ensure valuation/rating is on unimproved value (cl. 22(a)-(d)), and to upgrade roads at Company request and cost (cl. 22(c)).

• Remedies on default. The State has the right to determine the Agreement and the Company’s rights on specified defaults (cl. 19(a)), but may in lieu remedy defaults itself and recover costs as a debt (cl. 19(a)). On cessation, the State may require transfer or surrender of leased lands and improvements, and improvements (other than machinery and removable buildings) shall remain or become Crown property without compensation (cl. 19(b)-(c)).

• Regulatory oversight and by‑law power. The Governor, on ministerial recommendation, may make by‑laws for management or use of Company facilities (cl. 7; s 4), and those by‑laws become law upon Gazette publication and are subject to parliamentary laying (s 4(a)-(d)).

Other operational rights and restraints

• Stamp duty exemption. The State will exempt the Agreement and instruments executed by the State pursuant to the Agreement from stamp duty that would otherwise be payable for a seven‑year period (cl. 36).

• Environmental obligations. The variation adds cl. 30A making clear that nothing in the Agreement exempts the Company from complying with environmental protection requirements under State laws and agencies (Second Schedule, cl. 3(3)).

These duties and rights create a package of reciprocal obligations: the Company has to build, operate, keep records, pay royalty/rent, and comply with laws, while the State is required to grant rights, exercise specified discretions, and refrain from certain actions or charges.

The Act and the incorporated Agreement set out a mix of criminal/penal, civil, contractual and administrative enforcement mechanisms with varying burden, discretion and remedies.

By‑laws and penalisation

• By‑law penalty cap. Section 4 empowers the Governor to make, amend or repeal by‑laws under clause 7 of the Agreement and permits those by‑laws to prescribe penalties not exceeding $100 for breaches (s 4(c)). By‑laws take effect on Gazette publication (s 4(b)) and must be laid before Parliament (s 4(d)). The applicable monetary cap limits delegated penal exposure created by those by‑laws to relatively small fines by current terms in the text.

Contractual remedies and State powers on default

• Notice and cure regime. Clause 19(a) lists default events (including specified production thresholds and non‑performance of covenants). The State may determine the Agreement after giving notice (cl. 19(a)), but if the Company contests the default and promptly refers it to arbitration the Company may avoid summary determination pending the arbitral finding. The Agreement also permits the State in lieu of termination to enter onto Company lands, remedy the default itself and recover costs as a debt payable on demand (cl. 19(a)). That mechanism converts State remedial costs into an immediately enforceable civil debt.

• Consequences of termination. On cessation or determination, the Company’s rights under the Agreement and any leases/licences generally cease (cl. 19(b)(i)); the Company must transfer or surrender land and pay moneys due (cl. 19(b)(i)-(ii)). Improvements (other than machinery/equipment/removable buildings) vest in the Crown without compensation (cl. 19(c)), and the State receives an option to purchase machinery/equipment and removable buildings at valuation within three months of Company notice (cl. 19(c)). These provisions impose a substantial consequence on the Company’s capital position if the Agreement terminates.

Dispute resolution

• Arbitration. The Agreement provides that disputes arising out of it not resolved by agreement are to be referred to arbitration under the Arbitration Act 1895 (cl. 24). That clause sets arbitration as the default dispute mechanism for construction, performance and other contractual disagreements. The text also contemplates an arbitration route for contested defaults which must be promptly submitted to arbitration to avoid immediate determination by the State (cl. 19(a)).

Criminal or quasi‑criminal exposure

• By‑law breaches. As noted, localised penal sanctions up to $100 can be prescribed in Governor‑made by‑laws (s 4(c)). No other specific criminal sanctions are created by the text of the Agreement for breach of its covenants; enforcement is otherwise contractual and civil.

Enforcement against third parties and indemnities

• Indemnity. The Company must indemnify and keep indemnified the State, its servants, agents and contractors for actions, suits, claims, demands or costs arising out of construction, maintenance or use of Company infrastructure (cl. 29). This allocates risk of third‑party claims to the Company and creates a contractual right for the State to claim indemnity where relevant claims arise.

Discretion and ministerial power

• Ministerial discretion and powers. Many enforcement and rights‑conferring steps require Ministerial approval or direction (for leases, jetty specifications, by‑laws recommendation, extensions of time under cl. 35). This concentrates implementation discretion in ministers and officers. The State may also exercise the public‑works powers described in cl. 2(2)(a), with certain Public Works Act provisions excluded.

Fiscal enforcement

• Royalty collection. The quarterly return and payment regime (cl. 10(2)) creates an administrative timeline and an enforceable monetary obligation; non‑payment can be pursued as a debt and is tied to the State’s remedial rights on broader defaults.

Other remedies and protections

• Force majeure suspension. Clause 27 provides relief from obligations where performance is affected by enumerated events beyond a party’s control, including inability to profitably sell salt due to world economic conditions. The variation adds an obligation to promptly notify the other party of such events (Second Schedule amendment to cl. 27). The availability of force majeure relief mitigates enforcement during specified events.

• Stamp duty concession. Clause 36 removes stamp duty liability on the Agreement and some instruments for seven years from the date of the Agreement; that is a fiscal concession rather than an enforcement mechanism, but it affects the Company’s transactional costs.

Overall, enforcement is largely civil and contractual with arbitration as the principal dispute resolution mechanism, State rights to terminate or remediate defaults and recover costs, specific by‑law penalty powers limited to small fines, and indemnity and vesting mechanisms that allocate capital loss risk to the Company on termination.

The Act and its incorporated Agreement explicitly modify, displace or interact with several State statutes and Commonwealth interfaces. The Agreement was designed to run alongside and, in parts, to modify existing land and mining legislation; the Act gives the Agreement statutory effect so those modifications operate as law.

Explicit statutory modifications and deemings

• Public Works Act exceptions. Clause 2(2)(a) of the Agreement provides that if the Bill to ratify the Agreement is passed the State may acquire or compulsorily take land as for a public work under the Public Works Act 1902, but subsections (2)-(7) of s 17 and s 17A of that Act shall not apply to such takings, except that notice of intention to take must be given under existing Public Works Act provisions. That clause therefore narrows application of specific Public Works Act procedural protections where land is taken for the Agreement’s objects.

• Mining Act treatment. Clause 2(2)(b) deems all land subject to any lease under the Agreement to be “Private Land” for purposes of the Mining Act 1904. That deeming modifies how mining tenure and access rights under the Mining Act apply to those leased areas.

• Land Act modification. Clause 8(2) specifically modifies the Land Act 1933 for purposes of the Agreement by, inter alia, substituting a subsection to permit sale or lease upon Governor’s signification, deleting certain provisos and sections, enabling the State to offer for sale or leasing land within unconstituted townsites, and permitting terms and renewals consistent with the Agreement (cl. 8(2)(a)-(f)). Those express textual modifications create a bespoke tenure regime for lands within the work sites.

Interfacing with other State statutes and authorities

• Jetties Act and Petroleum Acts. Jetty leases and licences are to be granted under the Jetties Act 1926 (cl. 4(1)-(2)), while production site leases are subject to reservations required under the Petroleum Act 1936 and the Petroleum (Submerged Lands) Act 1967 (cl. 3(1)(f)). These cross‑references mean that some statutory licences and reservations outside the Agreement remain relevant.

• Iron Ore (Hamersley Range) Agreement Act 1963. The Agreement recognises Hamersley Iron’s existing rights under that Act. The State’s obligations to survey or grant routes under cl. 6 are subject to the State’s obligations and Hamersley Iron’s rights under its agreement (cl. 6(4)). This creates a deference/constraint where other statutory agreements exist.

• Arbitration Act 1895. Disputes are to be referred to arbitration under the Arbitration Act 1895 (cl. 24). That Act’s procedural rules therefore govern disputes under the Agreement.

Fiscal and Commonwealth interfaces

• Stamp duty. Clause 36 provides a seven‑year exemption from stamp duty for the Agreement and instruments executed by the State pursuant to the Agreement. This is a direct interaction with stamp‑duty laws and reduces transaction costs arising under those laws for the stated period.

• Export licensing and Commonwealth law. Clause 17 contemplates that if Commonwealth law requires export licences, the State shall make representations to the Commonwealth for the grant of such licences to the Company. The Agreement does not impose Commonwealth law but recognises the need to interface and to seek Commonwealth approvals where necessary.

Environmental and local law overlay

• Environmental obligation. The variation adds cl. 30A to make clear nothing in the Agreement exempts the Company from environmental protection requirements imposed by State agencies or local authorities pursuant to any Act. Where environmental or local laws apply, the Company must comply despite the Agreement’s other carve‑outs.

Priority and statutory effect

• Supersession by statute. Sections 3(2) and 3A(2) of the Act make both the Agreement and the variation operate “notwithstanding any other Act or law”, and “as though its provisions had been expressly enacted in this Act”. That language gives primacy to the Agreement’s terms as statutory provisions; where the Agreement expressly modifies other Acts (as in the Land Act modifications) those modifications will govern the relationship to the extent expressed.

Practical consequence

• A web of delegated and overlapping legal regimes is created: the Agreement sits as a statutory instrument that both uses and amends existing land, mining and port statutes, while retaining environmental and local statutory requirements (by amendment). Implementation therefore requires navigation of multiple statutory regimes, ministerial consents and procedural steps referenced in the Agreement and the enabling Act.

The Act and its schedules have a limited, documented amendment history contained in the compilation notes.

• Initial enactment and 1967 commencement. The Dampier Solar Salt Industry Agreement Act 1967 (No. 76 of 1967) received assent and commenced on 11 December 1967. The Act incorporated the Agreement in the First Schedule as the principal instrument to be ratified (Compilation table; First Schedule).

• 1974 variation and amendment Act. The Dampier Solar Salt Industry Agreement Act Amendment Act 1974 (No. 50 of 1974) inserted the variation agreement into the Second Schedule and added s 3A to approve and ratify that variation (see s 3A inserted). The variation agreement dated 18 October 1974 made three principal changes to the Agreement: (1) it substituted an enlarged Plan area (approximately 36,362 acres rather than 28,600 acres) in clause 3(1) and adjusted cross‑references in cl. 3(2) and cl. 3(3); (2) it amended clause 27 (force majeure) by adding a positive duty to promptly give notice of the event or events; and (3) it inserted a new clause 30A clarifying that nothing in the Agreement exempts the Company from compliance with environmental protection requirements imposed by the State or its statutory bodies (Second Schedule, cl. 3(1)(a)-(c); Second Schedule, cl. 3(2)-(3)).

• 2010 formatting standardisation. The Standardisation of Formatting Act 2010 (No. 19 of 2010) effected formatting and heading changes to the reprint; the compilation table notes this as a reprint formatting change (Compilation table). That amending law altered the form of marginal notes and headings but did not change substantive rights.

• Reprint. A reprint of the Act as at 6 December 2002 incorporated the 1974 amendment (Compilation table). The Notes to the Act list the amendments and reprint history.

Scope for further amendment. The Agreement itself contains a variation mechanism that allows the parties by mutual agreement in writing to add, vary or cancel provisions of the Agreement for implementation efficiency (cl. 25). The Act also gives the Governor and Minister various discretionary powers (for example, to make by‑laws or extend periods under cl. 35), so some policy changes can be effected administratively within the Agreement’s framework absent formal legislative amendment of the underlying Act, subject to the Agreement’s own consent mechanisms.

The text of the Act and the schedules as provided contain no case law, reported litigation or judicial interpretations. The First and Second Schedules cite arbitration under the Arbitration Act 1895 for disputes (cl. 24) but do not identify any court proceedings or reported decisions arising from this Agreement within the schedules or the compilation notes.

The compilation notes record the legislative amendments and reprints (Compilation table) but do not record or reference any judicial enforcement or litigation history. Therefore, within the source material provided, no litigation history is recorded. Practitioners needing to know about any subsequent litigation must consult case law databases and court records beyond this Act and its printed schedules.

The Agreement contains numerous provisions that create specific operational, timing, allocation and discretional effects that parties should note; the Act makes these features statutory.

• Agreement terms have statutory primacy. Sections 3(2) and 3A(2) declare the Agreement and the variation shall take effect as law “notwithstanding any other Act or law” and “as though its provisions had been expressly enacted in this Act”. That language elevates the Agreement’s terms above conflicting provisions of other statutes to the extent the Agreement so provides; parties must therefore read statutory rights and obligations through the Agreement’s bespoke modifications (s 3(2); s 3A(2)).

• Ministerial and gubernatorial discretion concentrated. Many crucial steps require Ministerial discretion or approval (leases, jetties, specifications, by‑laws recommendation, extensions of time, consent to assignment). The practical effect is that key operational rights depend on ministerial acts and approvals (cll. 3, 4, 6, 7, 13, 23, 35). The Agreement often permits the Minister to act “as he thinks fit” (cl. 35) or to require reasonable conditions. Parties should plan around the timing and uncertainty of such approvals.

• Vesting of improvements without compensation on termination. On cessation or determination most improvements and things erected on leased land (other than machinery, equipment and removable buildings) “shall remain or become the absolute property of the Crown without compensation” (cl. 19(c)). This is a substantial disposal risk: capital invested in site improvements may transfer to the State without compensation on termination. The Company retains an option to sell machinery/equipment to the State at valuation within three months after notice, but the valuation process could be contested and does not apply to non‑removable improvements.

• State remedy and cost recovery as a debt. If the Company defaults and fails to remedy, the State may remedy the default itself and the remediation costs become a debt payable by the Company on demand (cl. 19(a)). This converts compliance enforcement into an immediate fiscal exposure.

• Production thresholds trigger termination risk. After 30 June 1977 failure to ship at least 350,000 tons in a year, combined with a four‑year average below 350,000 t, is a specified trigger for State termination rights (cl. 19(a)). The Agreement therefore links long‑term tenure security to sustained production levels.

• Escalation linked to realised net prices. Clause 12 ties increases in rents and royalty rates to changes in realised net prices of salt on specified anniversary dates. Crucially, the metric deducts export duties, shipping and handling, insurance and other costs from sale receipts in calculating the “price of salt” on anniversaries, which may reduce the nominal price measure and affect whether escalation triggers occur (cl. 12(2)(a)-(g)).

• Limited by‑law penalties but broad by‑law power. Section 4 allows by‑laws with penalties up to $100, a small fine by contemporary monetary standards in the text, but by‑laws can address day‑to‑day management of facilities (s 4; cl. 7). Operational non‑compliance can therefore carry both low criminal fines and larger contractual consequences.

• Environmental compliance expressly retained. The 1974 variation inserted cl. 30A expressly preserving environmental requirements; the Agreement therefore does not constitute an exemption from State environmental law and agency requirements (Second Schedule, cl. 3(3)).

• Stamp duty exemption is time‑limited. Clause 36 exempts the Agreement and certain instruments from stamp duty but only for seven years from date of the Agreement. After that period normal stamp duty liabilities may apply to instruments executed by the State under the Agreement (cl. 36).

• Levee immunity clause. Clause 18 removes Company liability for damage to third‑party improvements caused by the Company’s removal or failure to maintain levees in specified circumstances. That clause limits third‑party remedies against the Company for certain levee‑related damage; it does not address other tortious exposures.

• Contractual rather than penal enforcement for many obligations. Many obligations (payment, performance, transfer on termination) are contractual and enforced by ordinary civil remedies rather than criminal sanctions. The ramification is that commercial enforcement depends on civil recovery mechanisms, arbitration awards, and the State’s political willingness to exercise termination or remedial powers.

• Interplay with other statutory rights. The Agreement modifies the Land Act and Mining Act for the work sites by specific textual provisions (cl. 8(2); cl. 2(2)(b)). Practitioners should not assume the normal statutory procedures under those Acts apply in the standard way to lands subject to this Agreement; the schedule sets bespoke tenure rules.

• Assignment remains the Company’s liability. Even where the Minister consents to an assignment or appointment of an appointee, the Company remains liable for performance of covenants unless the Minister agrees otherwise (cl. 23(2)). Lenders and assignees should therefore secure adequate covenants and consent documentation.

These gotchas represent concrete mechanisms embedded in the Agreement that materially affect risk allocation, timing, costs and tenure security.

This section lists operational, procedural and governance steps a Company, assignee, or compliance officer should follow to maintain compliance with the Agreement as enacted by the Act.

Documentary and statutory positioning

• Treat the Agreement and variation as statutory obligations. Because s 3(2) and s 3A(2) declare the Agreement and variation shall have the force of law, compliance personnel must treat the Agreement’s clauses as statutory obligations. Internal compliance registers should record the Agreement, the variation and their operative clauses as enforceable instruments.

Governance and approvals

• Centralise Ministerial interaction. Many rights require Ministerial consent or direction (leases, jetties, by‑laws, assignment). Assign a small, senior team to coordinate all requests, prepare necessary specifications and secure approvals, and to track timelines for Ministerial responses. For example, approvals for jetty specifications and transfer of land for housing require Ministerial satisfaction as to specifications and availability (cl. 4(1); cl. 13(1)).

• Maintain records for Ministerial inspection. The Company must allow inspection of books and records relevant to production and sales by a nominee of the Minister for Mines (cl. 10(3)). Ensure production data, shipping manifests, sales invoices, weighing and sampling documentation, and export documentation are archived, searchable and available for copying upon reasonable request.

Operational timing and notice requirements

• Observe construction and commencement deadlines. If the Company gives the cl. 34 notice, construction must commence no later than 31 December 1968 and complete by 31 December 1972 for the initial plant (cl. 9). Where extensions are needed, use cl. 35 to seek Ministerial extensions and ensure the Minister for Mines’ consent is obtained when lease terms would be extended under the Mining Act.

• Meet quarterly returns and payment deadlines. Prepare quarterly royal ty returns to the Minister for Mines within 21 days after quarter‑end and remit royalty payments no later than one month after the return’s due date (cl. 10(2)) to avoid arrears and enforcement risk.

• Notify Director of Engineering for option exercises. If exercising options over optioned areas, provide at least three months’ notice to the Director of Engineering so the Director can identify areas reasonably required for public or private road or rail purposes (cl. 3(6)). Failure to give notice risks the Company being blocked from exercising options over necessary sites.

Compliance and statutory overlay

• Continue to comply with environmental and local laws. The variation’s new cl. 30A makes explicit that the Company remains bound by environmental protection requirements under State Acts and by other State agencies (Second Schedule, cl. 3(3)). Ensure environmental approvals, monitoring and reporting are current and integrated into project management systems.

• Adhere to Jetties Act and Petroleum Act reservations. Where works intersect with jetties or petroleum reservations, secure the necessary licences and respect reservations set out in the Agreement (cl. 4(1); cl. 3(1)(f)). Consult the relevant agencies early for port and underwater/shoreline approvals.

Risk management and insurance

• Maintain appropriate indemnity and insurance cover. The Company indemnifies the State (cl. 29) and must manage exposure arising from construction and use of plant, jetties and other works. Maintain insurance consistent with the indemnity and with common industry practice for marine, plant, construction and pollution risks. While the Agreement contains some limitation on levee liability (cl. 18), other tort liabilities remain.

• Plan for force majeure notice and mitigation. Under cl. 27 the Agreement contemplates force majeure relief; the variation requires prompt notice of such events. Establish a force majeure protocol that includes immediate internal assessments, prompt written notice to the State, contemporaneous mitigation steps and documentation supporting any relief claim.

Assignment, security and finance

• Secure Ministerial consent and deed of covenant on assignments. Any assignment, mortgage or charge requires Ministerial consent and the assignee/mortgagee must execute a deed of covenant to perform Company obligations (cl. 23(1)). Lenders should insist on appropriate documentation and a clear record of Ministerial consents.

• Monitor covenant survival on assignment. Even after an assignment, the Company remains liable for covenants unless the Minister agrees otherwise (cl. 23(2)). Ensure deeds and security instruments address residual liability and step‑in rights for lenders.

Operational contracting and third‑party consents

• Obtain Hamersley Iron approvals where routes traverse its lands. The Agreement requires Hamersley’s approval for proposed routes across Hamersley lands (cl. 6(1)(b); cl. 3(5)). Secure these consents early in project planning to avoid later blockage.

• Respect the State’s rights to excise lands for rail/road. Clause 3(1)(h) allows the State to excise land from leases to permit construction of another railway or road without compensation to the Company. Incorporate this risk into land‑use planning and buffer allocations.

Financial compliance and escalation planning

• Model royalty and escalation effects. Regularly model royalty liabilities under cl. 10 and escalation triggers under cl. 12 using the Agreement’s specified price calculation (average price less export duties and specified costs). Price volatility and shipping/cost deductions affect whether escalations occur and therefore rent and royalty liabilities.

Records, audits and inspections

• Prepare for Ministerial audits and valuations at termination. The Agreement permits the State to require valuation of machinery and equipment in the event of Company removal and includes mechanisms for valuers and umpire appointments (cl. 19(c)). Keep capital asset registers, maintenance records and valuation‑ready documentation current.

By‑laws and operational rules

• Monitor by‑laws and comply with Gazette publications. The Governor can make by‑laws under cl. 7 with statutory publication and laying obligations (s 4). Monitor the Gazette for by‑laws, note the $100 penalty cap (s 4(c)), and ensure operational rules for Company facilities are consistent with any by‑laws and with the Agreement’s broader obligations.

Practical checklist summary

• Register the Agreement and variation as statutory obligations with legal and compliance teams.
• Maintain a ministerial‑liaison unit for approvals and notices.
• Keep production and sales records audit‑ready for Ministerial inspection.
• File quarterly royalty returns and effect payments on time.
• Secure Hamersley Iron and other third‑party consents early for infrastructure routes.
• Ensure environmental permits, monitoring and reporting are current.
• Insure appropriately and maintain indemnity schedules.
• Track anniversary dates relevant to escalation and production thresholds.
• For assignments or financing, obtain Ministerial consent and execute required covenants.

Following these steps aligns operational practice with the Agreement’s statutory obligations as enacted by the Dampier Solar Salt Industry Agreement Act 1967 and its variation.