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

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, April 19, 2023

Recorded event now available

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


Government incentives have sparked growth in the renewable energy industry, including an increase in solar PV energy development. To take advantage of the recent events, solar energy project operators must secure real estate rights and negotiate offtake agreements to ensure the necessary rights to 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 airspace 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 they may lack some of the long-term benefits of easements.

Counsel must carefully negotiate critical 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.

Practitioners must understand the fundamental 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 panelist discusses the primary components of a solar easement, as well as considerations to weigh before entering into any offtake-related agreements. The panelist will offer best practices for negotiating and structuring the easement agreement.



  1. Overview of a solar PV project transaction structure
    1. Real estate entitlements
    2. Introduction to PPAs
    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. Principal considerations
    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. Essential provisions and best practices in PPAs


The panelist will review these and other high priority issues:

  • What are the essential provisions to address when structuring solar PV agreements?
  • What are the long term considerations for parties and their counsel entering solar PV agreements?
  • What strategies should counsel employ in drafting and negotiating solar PV air space entitlements?


Deatherage, Scott
Scott D. Deatherage

S Deatherage Law

Over the last 30 years of his career, Mr. Deatherage has focused his practice on energy, environment, water, and...  |  Read More

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