Strategic Land Management
of Electronic Records and Paperless Files
Part II
CAPLA session hosted by Encana
April 11, 2017
Electronic Land Records – Part II
Agenda
• Introductions
• A&D (30 min)
– Key Discussion Points
•
•
•
•
•
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Purchase & Sale (P&S) Agreements
Electronic Title Review
Electronic Due Diligence Room
Digital Signatures
Electronic NOA’s and A&N’s
Timing of Well Transfers and Digital Leases
Electronic files transmittal packages
• Q&A (30 min)
– Open Floor
Purchase
&
Sale
Agreements
Electronic Land Records – Part II
Purchase & Sale (P&S) Agreements
• Recommend amending existing P&S clause to: 1) request all
records in all formats be provided 2) request all records be
delivered to a central point of contact
How?
Where?
When?
Electronic
Title
Review
Electronic Land Records – Part II
Electronic Title Review
• Not telling people that they can’t print- just dispose of copies after
• Consider how other industries such as finance & real estate mange
digital agreements remotely
• Online working tools exist in Adobe such as portfolio, flags, etc.
• No longer have to track down missing files or documents
• No longer have to ‘clean’ files during review
• Leveraging a solid naming convention/ OCR saves time
• Searchable schedule
Electronic
Due Diligence
Room
Electronic Land Records – Part II
Electronic Due Diligence Room (E-data room)
• You can provide PC’s and support
Digital
Signatures
Electronic Land Records – Part II
Digital Signatures
Electronic Signatures
• A process that digitally locks
a document through an
encrypted message unique
to signer and document
• Like an electronic
picture or rubber stamp
of your physical
signature
• Authentic because no
change can be made without
destroying the stamp
• Unsecured method
because it is easily
altered or duplicated
• Acts like an electronic
company seal
• Important that it is still
further protected by
digital signature
Electronic Land Records – Part II
Digital Signatures Benefits
• Cost reduction
– Pen Signatures are expensive – they are $1.67 each versus
Digital at .10cent
– Traditional paper signing, reproduction and courier costs
• Other benefits:
– Resource time allocated to value add work versus weeks of
signing documents
– Personal and corporate protection
– Storage reduction
– Turnaround time improved
Electronic
NOA’s and
A&N’s
Electronic Land Records – Part II
Electronic NOA’s and A&N’s
• Electronic Signatures
– requires cooperation between vendor and purchaser for
purchaser to provide electronic image of signature to vendor
– mitigate risk with Electronic Signatures Agreement
• NOA’s
– Industry Agreement, Sep 1, 1993, provides no impediment
– insert electronic image of signatures
– use closing date for signature date
• A&N’s:
– insert electronic image of assignor and assignee signatures
– 3rd party counterparts can respond with electronic signatures
Electronic Land Records – Part II
ELECTRONIC SIGNATURE AGREEEMENT
WHEREAS by agreement ("Agreement of Purchase and Sale") dated [date], ● ("Assignor"),
transferred and conveyed effective [date] ("Transfer Date") an interest in property to ● (“Assignee");
AND WHEREAS by a second agreement ("Agreement of Purchase and Sale") dated [date],
Assignor, transferred and conveyed effective [date] ("Transfer Date") an interest in property to
Assignee;
AND WHEREAS in order to expedite the execution of the specific conveyance documentation
relating to the transfer of assets for both agreements ("Specific Conveyancing"), Assignor and
Assignee consider it desirable to execute a substantial portion of such Specific Conveyancing by
means of mechanical or digital signatures which are facsimile signatures of duly authorized
signatories on behalf of Assignor and Assignee;
AND WHEREAS those persons whose signatures appear as mechanical or digital signatures on
the Specific Conveyancing have consented to the use of such mechanical or digital signatures and
the use of such mechanical or digital signatures has been duly authorized and approved by the
management of Assignor and Assignee;
NOW THEREFORE Assignor and Assignee agree, declare, represent, and warrant that any
mechanical or digital signature(s) appearing on any Specific Conveyancing is sufficient to cause
such Specific Conveyancing to be a valid and binding obligation of Assignor and Assignee, as the
case may be, without need for original signatures to appear thereon.
Effective as of the 1st day of [month], [year].
Timing of Well
Transfers and
Digital Leases
Electronic Land Records – Part II
Timing of Well Transfers and Digital Leases
• Transfer Trap
– ensure all well transfers are complete and approved before
processing any transfer of mineral and surface leases---both
Crown and freehold
• do not commence Crown mineral and surface agreement transfer
processes
• withhold circulation of FH mineral and surface assignments
– this mitigates risk that well transfer will be rejected
• if mineral is successfully assigned, but well transfer is rejected
– well licensee
» no longer qualifies as licensee as it does not hold associated mineral
rights
» no longer has surface access to the wellsite
• necessitates claw-back from purchaser
Electronic
files
transmittal
packages
Electronic Land Records – Part II
Electronic files transmittal packages
(this slide was provided last time)
• Electronic Records Divestiture Package
• Provided with electronic
documents extract and metadata
files on hard drive
• Intended to be explanation of
what is being received and why in
an electronic format
• High level summary of
requirements for designating the
electronic record the “source of
truth”
• Can be leveraged to build own
Electronic Records Program
Miscellaneous
Tips & Tricks
Electronic Land Records – Part II
Miscellaneous Tips & Tricks
Data – use to determine whether to keep/ don’t keep a file copy
• land schedules with the correct interest types (MDOI)
• well schedules with entitlement logic
Acquisitions – integrate new records as quickly as possible
• use forecasting matrix at due diligence stage- how many files to image
• imaging acquired physical files workflow and Decision Record
Divestitures - update electronic docs with sale info metadata
• sale number
• purchaser name
• closing date
• SOLD status
Retention of electronic documents post-divestiture – too easy to keep electronic
• When do you keep a copy? For how long? Create a Decision Record.
Digital Closing Books – the long term source of truth
• Go-forward capture at source- multi-discipline structure and standard naming
• Historical imaging with intent to destroy- keep electronic copy indefinitely
Q&A
Electronic Land Records – Parts I & II
Contact Information
Tracey Stock
T.D. Stock Professional Corporation
t 403.605.8038
[email protected]
Myles Pirie
Encana Corporation
t 403.645.6659
[email protected]