Structuring Solar PV Agreements: Negotiating Real Estate Entitlements and Offtake Agreements

A live 90-minute CLE webinar with interactive Q&A


Wednesday, September 20, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017


This CLE webinar will examine key considerations for counsel prior to finalizing a solar photovoltaic (PV) transaction. The panel will discuss key components of solar PV transactions, including real estate entitlements such as easements or leases, and offtake agreements, such as power purchase agreements (PPAs). The panel will offer best practices for negotiating and structuring the key solar PV project agreements.

Description

Government incentives have sparked growth in the renewable energy industry, including an increase in solar PV energy development. To take advantage of the recent developments, solar energy project operators must secure real estate rights and negotiate offtake agreements to ensure the necessary rights to effectively finance and develop a successful solar PV project.

Solar energy projects require long-term real estate entitlements, such as easements or leases, to ensure unobstructed, direct access to sunlight for efficient operation. Solar easements enable property owners to install solar PV panels and related equipment and give project operators the right to use the air space above their land to access direct sunlight.

The easement will vary depending on the solar energy system and the landowner involved. Leases offer similar protections, although may lack some of the long-term benefits of easements.

Counsel must carefully negotiate key provisions in each real estate agreement, including scope, terms of revision and compensation. Further, counsel must evaluate considerations such as zoning regulations and restrictive covenants before executing the real estate entitlement documentation.

Counsel must understand the key concepts and best practices for negotiating and structuring offtake agreements, such as a PPA, which should be closely related to the real estate entitlement agreement and provide project developers, tax equity investors and lenders the necessary assurances of long-term energy revenue to support the project.

Listen as our authoritative panel of practitioners discusses the key components of a solar easement, as well as considerations that should be weighed before entering into any offtake related agreements. The panel will offer best practices for negotiating and structuring the easement agreement.

Outline

  1. Overview of a solar PV project transaction structure
    1. Real estate entitlements
    2. Introduction to power purchase agreements
    3. Summary of ancillary agreements
    4. Regulatory considerations (net metering; PPAs vs. solar leases; size limits)
  2. Determining whether to use a solar easement or lease
    1. Pros
    2. Cons
    3. Zoning regulations
    4. Restrictive covenants
  3. Key provisions
    1. Scope
    2. Setback and height requirements
    3. Vegetation growth
    4. Equipment installation
    5. Terms for revisions
    6. Conditions of termination
    7. Compensation
  4. Best practices for negotiating and structuring the real estate agreement
  5. Key provisions and best practices in PPAs

Benefits

The panel will review these and other key issues:

  • What are the key provisions that should be addressed when structuring solar PV agreements?
  • What long-term considerations are there for parties and their counsel entering solar PV agreements?
  • What strategies should counsel employ in drafting and negotiating solar PV air-space entitlements?

Faculty

Stephen J. Humes, Partner
Holland & Knight, New York

Mr. Humes concentrates his practice in environmental, energy, public utility and infrastructure law. He advises clients on energy regulatory, renewable energy project development, and environmental issues, including those associated with power plant, solar photovoltaics, cogeneration, telecommunications towers and other utility facility siting matters. Mr. Humes is a frequent speaker on climate change, renewable energy, distributed generation, and clean energy project development and finance issues.

Kristen Thall Peters, Partner
Cooper White & Cooper, San Francisco and Walnut Creek, Calif.

Ms. Peters has extensive knowledge and experience with renewable energy projects having aided her clients in successfully developing, operating and expanding hundreds of cogeneration facilities, clean fueling facilities and small to medium sized clean energy power plants over the past 20 years. Her work includes securing the real property interests for the land on which the facilities operate, environmental compliance, compliance with renewable portfolio standards, land use and permitting issues, including environmental impact documentation, negotiating power purchase and interconnection agreements, construction contracts, and agreements for the purchase and sale of both renewable fuel sources and environmental attributes, such as renewable energy credits (RECs), carbon credits, Renewable Identification Numbers (RINs) and Low Carbon Fuel Standard (LCFS) credits. She has also been successful in closing several financing transactions for these projects. Ms. Peters is also a frequent speaker on power purchase agreements, ancillary agreements to support renewable energy projects, development of renewable energy projects (including solar, wind, digester gas, biomass, and landfill gas), evaluating environmental impacts under the California Environmental Quality Act (CEQA) in light of AB 32 and related greenhouse gas emissions regulations and green building.


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