Commercial Lease Agreement - Florida

COMMERCIAL LEASE AGREEMENT

(State of Florida – Non-Residential Premises)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Commercial Lease Agreement (“Lease”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [LANDLORD LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Landlord”); and
   b. [TENANT LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Tenant”).

2. Premises & Property.
   Landlord leases to Tenant and Tenant leases from Landlord the real property located at [STREET ADDRESS, CITY, COUNTY, FLORIDA] together with all buildings, improvements, fixtures, parking areas, and appurtenances thereto (collectively, the “Premises”), as legally described in Exhibit A.

3. Recitals.
   a. Landlord is the fee-simple owner of the Premises.
   b. Tenant desires to lease the Premises for commercial purposes under the terms herein.
   c. Landlord is willing to lease the Premises to Tenant in reliance upon Tenant’s representations, warranties, covenants, and agreements contained in this Lease.

4. Term & Possession.
   a. “Commencement Date” means the earlier of (i) [DATE], or (ii) the date Tenant first opens for business to the public in the Premises.
   b. “Lease Term” means [NUMBER] years beginning on the Commencement Date and ending on the last day of the calendar month occurring [NUMBER] years thereafter (the “Expiration Date”), unless sooner terminated or extended as provided herein.

II. DEFINITIONS

For ease of reference, capitalized terms are defined alphabetically below and used consistently throughout this Lease.

“Additional Rent” – Any monetary obligation of Tenant other than Base Rent, including Operating Expenses, Taxes, late fees, and other reimbursables.

“Applicable Law” – All federal, state, county, municipal, and other governmental statutes, laws, ordinances, regulations, rules, codes, and orders now or hereafter in effect, including, without limitation, Fla. Stat. ch. 83, pt. I (nonresidential tenancies).

“Base Rent” – Fixed monthly rent in the amount and adjustment schedule set forth in Section 3.1.

“Hazardous Materials” – Any substance defined, classified, or regulated as hazardous or toxic under any Environmental Law.

“Operating Expenses” – All costs and expenses incurred by Landlord in owning, maintaining, repairing, replacing, operating, and insuring the Premises, as more fully described in Section 3.4.

“Permitted Use” – The business purpose identified in Section 3.2.

“Rent” – Collectively, Base Rent and Additional Rent.

III. OPERATIVE PROVISIONS

3.1 Rent.
a. Base Rent. Tenant shall pay to Landlord monthly Base Rent of $[AMOUNT] in advance on or before the first (1st) day of each calendar month.
b. Adjustments. Base Rent shall increase annually on each anniversary of the Commencement Date by the greater of (i) [PERCENT %] or (ii) the percentage change in the Consumer Price Index (CPI-U, All Urban Consumers, U.S. City Average) for the preceding 12-month period.
c. Manner of Payment. All Rent shall be paid in lawful U.S. currency at Landlord’s Address for Payment or by electronic funds transfer per Landlord’s written instructions.

3.2 Use; Permitted Use Restrictions.
Tenant shall use the Premises solely for [DESCRIBE PERMITTED USE] and for no other purpose without Landlord’s prior written consent, which may be granted or withheld in Landlord’s sole discretion.

3.3 Security Deposit.
Concurrently with execution of this Lease, Tenant shall deposit with Landlord the sum of $[AMOUNT] (the “Security Deposit”) as security for the full and faithful performance of every provision herein.

3.4 Operating Expenses & Taxes.
Tenant shall pay its Share ([PERCENT %]) of all Operating Expenses and real property taxes (“Taxes”) within 30 days after receipt of Landlord’s invoice, subject to annual reconciliation and audit rights outlined in Exhibit B.

3.5 Utilities.
Tenant shall contract for and pay all charges for electricity, gas, water, sewer, telephone, internet, trash removal, and other utilities separately metered or reasonably allocated by Landlord.

3.6 Condition Precedent – Commencement Certificate.
Tenant shall execute and deliver to Landlord a Commencement Certificate, in the form attached as Exhibit C, within ten (10) days after Landlord’s request confirming the Commencement Date and related facts.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority.
Each Party represents that it has full right, power, and authority to enter into and perform this Lease and that the person signing on its behalf is duly authorized.

4.2 Landlord Representations.
a. Title. Landlord has good and marketable title to the Premises, free of any mortgages, liens, or encumbrances other than those disclosed on Exhibit D.
b. Legal Compliance. To Landlord’s Knowledge, the Premises complies with Applicable Law as of the Effective Date.

4.3 Tenant Representations.
a. Organization & Standing. Tenant is duly organized, validly existing, and in good standing in its jurisdiction of formation and qualified to do business in Florida.
b. Use Compliance. Tenant’s intended Permitted Use is lawful and does not require any zoning variance.
c. Financial Condition. Tenant’s most recent financial statements provided to Landlord are true and correct in all material respects.

4.4 Survival.
The representations and warranties in this Section IV shall survive the execution of this Lease and any termination or expiration for a period of one (1) year.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Tenant.
a. Maintenance. Tenant shall, at its sole cost, keep the Premises (including HVAC, plumbing, and electrical systems exclusively serving the Premises) in good order, condition, and repair.
b. Compliance. Tenant shall comply with all Applicable Laws, including, without limitation, Florida’s non-residential building codes and environmental statutes.
c. Insurance. Tenant shall maintain throughout the Lease Term (i) Commercial General Liability insurance with limits of not less than $[AMOUNT] per occurrence/$[AMOUNT] aggregate, naming Landlord as additional insured, (ii) all-risk property insurance on Tenant’s personal property and improvements, and (iii) Workers’ Compensation as required by law.

5.2 Negative Covenants of Tenant.
a. Alterations. Tenant shall not make any alterations, improvements, or additions to the Premises without Landlord’s prior written consent.
b. Hazardous Materials. Tenant shall not generate, use, treat, store, or dispose of Hazardous Materials on or about the Premises except in compliance with all Environmental Laws and with Landlord’s prior written consent.
c. Assignment & Subletting.
i. Tenant shall not assign this Lease or sublet all or any portion of the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
ii. Any assignment or sublease must be evidenced by a written agreement reasonably acceptable to Landlord, and Tenant and any Guarantor shall remain primarily liable notwithstanding any assignment.
iii. Landlord may condition its consent on receipt of (A) an assignment fee of $[AMOUNT or %] and (B) reimbursement of Landlord’s reasonable attorneys’ fees, accounting fees, and other costs.

5.3 Landlord Covenants.
Landlord shall (i) maintain the structural elements, roof, and common areas of the Premises in good repair, (ii) carry property insurance on the buildings (excluding Tenant’s property), and (iii) provide reasonable access to the Premises for Tenant and its invitees.

5.4 Environmental Compliance.
a. Tenant shall, at its expense, comply with all Environmental Laws during the Lease Term.
b. Upon written request, Tenant shall provide Landlord with copies of all environmental permits, manifests, and inspection reports relating to the Premises.
c. Environmental Audit. Landlord may, no more than once annually (and additionally after any default or known release), conduct at Tenant’s expense a Phase I environmental site assessment.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
The occurrence of any of the following shall constitute an “Event of Default”:
a. Monetary Default – Failure to pay Rent within three (3) days after written notice demanding payment or possession, served in accordance with Fla. Stat. § 83.20(2).
b. Non-Monetary Default – Failure to perform any non-monetary obligation within fifteen (15) days after written notice (or such longer period as reasonably necessary so long as Tenant commences cure within such 15-day period and diligently prosecutes the same).
c. Insolvency – Tenant’s insolvency, assignment for the benefit of creditors, or filing of a voluntary or involuntary petition under the U.S. Bankruptcy Code not dismissed within 60 days, but only to the extent this provision and any resulting remedy are enforceable under applicable law, including 11 U.S.C. § 365.
d. Unauthorized Transfer – Assignment or subletting without Landlord consent.

6.2 Remedies.
Upon an Event of Default, Landlord may, without waiver of any other rights:
a. Seek Rent and other amounts that are recoverable under this Lease and applicable law; any claim for future Rent remains subject to the remedy elected and applicable limits;
b. Seek possession through an action under Fla. Stat. §§ 83.20–83.21, or accept Tenant's surrender or abandonment under § 83.05; Landlord shall not use a lockout or other unauthorized dispossession;
c. Recover actual damages, including future Rent where recoverable under Section 6.2(a), with credit for rent actually recovered from reletting and subject to Landlord's reletting covenant in Section 6.3;
d. Seek reasonable attorneys' fees and costs only to the extent a completed fee provision and applicable law permit them;
e. Enforce any landlord's rent lien under Fla. Stat. § 83.08 through the applicable court process, including a judicial distress writ under § 83.12 where appropriate; and
f. Seek injunctive relief or specific performance where monetary damages are inadequate.

6.3 Mitigation.
Landlord shall use commercially reasonable efforts to relet the Premises after retaking possession following Tenant's default, whether by eviction, surrender, or abandonment. Landlord need not accept a tenant or use inconsistent with applicable law or its reasonable business judgment. This is an agreed lease obligation.
This covenant is the parties' agreement for these commercial Premises; the dwelling-unit reletting rule in Fla. Stat. § 83.595(2) does not govern this lease.

VII. RISK ALLOCATION

7.1 Indemnification by Tenant.
Tenant shall indemnify, defend, and hold harmless Landlord, its affiliates, and their respective partners, members, officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
a. Tenant’s use or occupancy of the Premises;
b. Any act or omission of Tenant or its agents, employees, contractors, invitees, or licensees;
c. Any breach of this Lease by Tenant; and
d. The presence, release, or disposal of Hazardous Materials introduced to the Premises by Tenant.
The provisions of this Section shall survive expiration or termination of the Lease.

7.2 Limitation of Liability.
EXCEPT FOR CLAIMS RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LANDLORD’S LIABILITY TO TENANT SHALL NOT EXCEED [CAP AMOUNT OR “THE SUM OF SIX (6) MONTHS’ BASE RENT”] (THE “LIABILITY CAP”). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EXCEPT AS MAY BE PAYABLE TO THIRD PARTIES UNDER AN INDEMNITY HEREIN.

7.3 Insurance & Subrogation Waiver.
Each Party waives, and shall cause its insurers to waive, all rights of subrogation against the other Party for losses covered by insurance required under this Lease.

7.4 Force Majeure.
Neither Party shall be liable for failure to perform any obligation (other than Tenant’s monetary obligations) due to acts of God, war, terrorism, governmental orders, pandemics, labor disputes, or other events beyond its reasonable control (“Force Majeure”), provided such Party (i) gives written notice within ten (10) days of the Force Majeure event and (ii) resumes performance promptly upon cessation of the event.

VIII. DISPUTE RESOLUTION

8.1 Governing Law.
This Lease shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict-of-law principles.

8.2 Forum Selection.
Subject to Section 8.3, any action arising under or related to this Lease shall be brought exclusively in the state courts of competent jurisdiction located in [COUNTY], Florida, and each Party hereby irrevocably submits to, and waives objection to, such venue.

8.3 Arbitration (Optional).
[SELECT ONE – DELETE THE ALTERNATIVE THAT DOES NOT APPLY]
a. Arbitration Elected. Any dispute arising under this Lease shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in [CITY], Florida. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to grant all relief available at law or in equity, including injunctive relief.
b. Arbitration Not Elected. The Parties expressly waive arbitration.

8.4 Jury Trial Waiver (Optional).
[IF SELECTED] THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS LEASE.

8.5 Injunctive Relief.
Notwithstanding an arbitration election, a Party may apply to a court for available interim equitable relief. A landlord's claim for possession follows the statutory removal route in Section 6.2(b); this clause does not convert eviction into an injunction or authorize self-help re-entry.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver.
No amendment, modification, or waiver of any provision of this Lease shall be effective unless in writing and signed by both Parties. Waiver of a breach shall not be deemed a waiver of any subsequent breach.

9.2 Assignment; Successors.
Subject to Section 5.2, this Lease shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

9.3 Severability.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and, to the extent permitted by law, the invalid provision shall be deemed modified to reflect the Parties’ intent.

9.4 Entire Agreement.
This Lease, together with all exhibits and schedules, constitutes the entire agreement between the Parties with respect to the Premises and supersedes all prior or contemporaneous oral or written agreements.

9.5 Notices.
All notices shall be in writing and deemed delivered (i) upon personal delivery, (ii) one (1) business day after deposit with a nationally recognized overnight courier, or (iii) three (3) business days after deposit in U.S. certified mail, postage prepaid, return-receipt requested, to the addresses below (or such other address as either Party may designate in writing):
• Landlord: [ADDRESS]
• Tenant: [ADDRESS]

9.6 Counterparts; Electronic Signatures.
This Lease may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original.

9.7 Recording Memorandum.
At Tenant’s request and expense, the Parties shall execute a memorandum of lease suitable for recording in the official records of the county where the Premises is located.

9.8 Time of Essence.
Time is of the essence with respect to all dates and time periods in this Lease.

9.9 Radon Notification. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective Date.

LANDLORD:
[LANDLORD LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: _____________________________

TENANT:
[TENANT LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: _____________________________

[NOTARY ACKNOWLEDGMENTS – if recording, attach Florida-compliant notary blocks]

EXHIBITS

Exhibit A – Legal Description of Premises
Exhibit B – Operating Expense Allocation & Reconciliation Procedures
Exhibit C – Commencement Certificate
Exhibit D – Title Exceptions