Commercial Lease Letter of Intent (Multi-Tenant) - Florida

LETTER OF INTENT

MULTI-TENANT COMMERCIAL LEASE -- STATE OF FLORIDA

Date: [__/__/____]

CONFIDENTIAL -- FOR DISCUSSION PURPOSES ONLY

IMPORTANT NOTICE REGARDING BINDING EFFECT UNDER FLORIDA LAW: This Letter of Intent ("LOI") is intended to be non-binding except as expressly stated in Section 18 below. Under the Florida Statute of Frauds (Fla. Stat. § 725.01), agreements that are not to be performed within one year must be in writing and signed. Florida courts have held that an LOI may be enforceable as a binding contract if it contains all essential terms and reflects mutual assent, even where a formal lease is contemplated. Both parties are advised to seek independent legal counsel before executing this LOI.

IMPORTANT NOTICE REGARDING FLORIDA SALES TAX ON COMMERCIAL RENT: Effective October 1, 2025, Florida repealed the state sales tax on commercial rent under Fla. Stat. § 212.031 (HB 7031, signed into law 2025). This repeal eliminates both the state sales tax and any county discretionary surtaxes on commercial rent. However, any rent attributable to periods before October 1, 2025, remains subject to the former tax even if paid after that date. The LOI provisions below reflect the post-repeal environment but include transitional guidance.

1. PARTIES

Landlord:

• Legal Name: [________________________________]
• Entity Type: [________________________________]
• State of Formation: [________________________________]
• Address for Notices: [________________________________]
• Contact Person: [________________________________]
• Email: [________________________________]
• Phone: [________________________________]

Tenant:

• Legal Name: [________________________________]
• Entity Type: [________________________________]
• State of Formation: [________________________________]
• Address for Notices: [________________________________]
• Contact Person: [________________________________]
• Email: [________________________________]
• Phone: [________________________________]

Guarantor (if applicable):

• Name: [________________________________]
• Relationship to Tenant: [________________________________]

2. PREMISES AND BUILDING

• Building Name: [________________________________]
• Building Address: [________________________________], Florida [____]
• County: [________________________________]
• Suite/Unit Number: [________________________________]
• Approximate Rentable Square Footage: [________________________________] RSF
• Approximate Usable Square Footage: [________________________________] USF
• Rentable-to-Usable Ratio (Load Factor): [________________________________]%
• Floor(s): [________________________________]
• Building Class: ☐ Class A ☐ Class B ☐ Class C
• Building Type: ☐ Office ☐ Retail ☐ Mixed-Use ☐ Industrial/Flex/Warehouse ☐ Other: [____________]
• Total Building Size: [________________________________] RSF
• Number of Tenants in Building: [________________________________]
• Current Occupancy Rate: [________________________________]%
• Year Built / Last Renovated: [________________________________]

2.1 Hurricane and Windstorm Considerations

Florida Practice Note: Florida's unique exposure to hurricanes and tropical storms requires special attention to building construction standards, insurance requirements, and business continuity provisions. The Florida Building Code (Fla. Stat. § 553.842) imposes windborne debris requirements for buildings in the Wind-Borne Debris Region (WBDR), generally coastal areas and all of Broward and Miami-Dade counties. Commercial tenants should verify building compliance with the current Florida Building Code edition and understand the allocation of hurricane-related repair costs.

• Wind Zone: ☐ WBDR (Wind-Borne Debris Region) ☐ Non-WBDR
• Hurricane Shutters/Impact Glass: ☐ Building equipped with hurricane shutters ☐ Impact-resistant glazing ☐ None -- standard glazing
• Hurricane Preparedness Plan: ☐ Landlord maintains a building hurricane preparedness plan ☐ To be provided to Tenant
• Emergency Generator: ☐ Building has emergency generator ☐ Powers common areas only ☐ Powers Tenant's Premises ☐ Tenant may install dedicated generator ☐ Not available
• Flood Zone: ☐ Zone X (minimal flood hazard) ☐ Zone AE/A (100-year flood zone) ☐ Zone VE (coastal high-hazard area) per FEMA Map [________________________________]
• Flood Insurance: ☐ Required by Landlord's lender ☐ Required by Tenant ☐ Not required

2.2 Property Condition and Environmental

• Environmental Condition: Landlord represents that, to actual knowledge, ☐ no ☐ the following environmental conditions exist: [________________________________]
• Phase I/Phase II Reports: ☐ Available for Tenant review ☐ Not available
• Radon Disclosure: Per Fla. Stat. § 404.056(5), radon is a naturally occurring radioactive gas that, when accumulated in a building in sufficient quantities, may present health risks. Radon testing is recommended.
• ADA Compliance: Responsibility allocated as:
• Common areas: ☐ Landlord
• Within Premises: ☐ Tenant ☐ Landlord ☐ Shared
• Mold/Moisture: Landlord represents that, to actual knowledge, ☐ no mold or moisture intrusion issues exist ☐ Prior remediation performed: [________________________________]

3. LEASE TERM AND COMMENCEMENT

• Initial Term: [____] years [____] months
• Anticipated Commencement Date: [__/__/____]
• Rent Commencement Date: [__/__/____] or upon the occurrence of:
• ☐ Delivery of Premises in agreed condition
• ☐ Substantial completion of Landlord Work
• ☐ Issuance of certificate of occupancy or certificate of completion
• ☐ [____] days after delivery, whichever occurs first
• Lease Expiration Date: [__/__/____]
• Early Access / Fixturing Period: [____] days prior to Rent Commencement at no rent, subject to insurance requirements and applicable building permit requirements

3.1 Delivery and Late Delivery Remedies

• Delivery Condition: ☐ Warm shell ☐ Cold shell ☐ Turn-key ☐ As-is ☐ Other: [________________________________]
• Outside Delivery Date: [__/__/____]
• Grace Period for Late Delivery: [____] days
• Abatement for Late Delivery: One (1) day of Base Rent abatement for each day of delay beyond the Outside Delivery Date plus grace period
• Tenant Termination Right: If Premises not delivered within [____] days after Outside Delivery Date, Tenant may terminate by written notice
• Force Majeure Delay: ☐ Includes hurricane, tropical storm, or other named storm events ☐ Capped at [____] days total force majeure extension

4. BASE RENT

• Rent Escalation Method: ☐ Fixed at [____]% annually ☐ CPI-based (capped at [____]%) ☐ Fair Market Value at intervals ☐ Other: [________________________________]
• Free Rent Period: [____] months of Base Rent only
• Abated Rent Repayment on Default: ☐ Yes, all abated rent becomes immediately due ☐ No

5. ADDITIONAL RENT -- OPERATING EXPENSES, TAXES, AND CAM

5.1 Lease Structure

• ☐ Triple Net (NNN) -- Tenant pays pro rata share of all operating expenses, taxes, and insurance
• ☐ Modified Gross -- Tenant pays increases over Base Year
• ☐ Full Service Gross -- All expenses included, subject to expense stop
• ☐ Other: [________________________________]

5.2 Florida Sales Tax on Commercial Rent -- Post-Repeal Provisions

Florida Practice Note: Effective October 1, 2025, HB 7031 repealed Fla. Stat. § 212.031, eliminating the Florida state sales tax and all county discretionary surtaxes on the rental or licensing of commercial real property. Prior to the repeal, Florida was the only state that imposed a general sales tax on commercial rent. For Leases commencing after October 1, 2025, no sales tax on rent applies. However, existing leases with rent periods that straddle the October 1, 2025 effective date should address the transitional treatment.

• Sales Tax on Rent: ☐ Not applicable (Lease commences after October 1, 2025) ☐ Transitional provisions apply (see below)
• Transitional Provision (if applicable): For any rent attributable to periods prior to October 1, 2025, Tenant shall pay the applicable sales tax rate ([____]% state + [____]% county surtax) as Additional Rent. Rent attributable to periods on or after October 1, 2025, is exempt from sales tax.
• Legacy Lease Provision: If this LOI replaces or amends a lease that was in effect before October 1, 2025, any reconciliation of pre-repeal rent periods shall reflect the sales tax obligation as it existed at the time.
• Sales Tax on Other Charges: Certain charges that are not "rent" (e.g., separately stated charges for personal property, certain services) may remain subject to Florida sales tax under Fla. Stat. Ch. 212. Consult with a Florida tax advisor.

5.3 Common Area Maintenance (CAM) and Operating Expenses

• Estimated Year 1 CAM/Operating Expenses: $[____]/RSF
• Tenant's Pro Rata Share: [____]% (based on [____] RSF / [____] RSF total building)
• CAM Cap: ☐ Controllable expenses capped at [____]% annual increase over prior year ☐ No cap
• Gross-Up Provision: Operating expenses grossed up to [____]% occupancy if Building is less than [____]% occupied
• Excluded Expenses: Capital expenditures (except law-required, amortized over useful life per GAAP), leasing commissions, Landlord's income taxes, structural/latent defect correction, environmental remediation not caused by Tenant, ground rent, debt service, depreciation, hurricane/casualty costs covered by insurance proceeds
• Audit Rights: Tenant may audit Landlord's operating expense books upon [____] days' notice, at Tenant's cost, for preceding [____] calendar year(s). If overcharges exceed [____]%, Landlord pays Tenant's audit costs

5.4 Real Property Taxes -- Florida-Specific Provisions

Florida Practice Note: Florida property is assessed annually by each county's Property Appraiser. Under Fla. Stat. § 194.011 et seq., property owners may petition the Value Adjustment Board (VAB) to challenge assessments. Florida's Save Our Homes amendment (Art. VII, § 4, Fla. Const.) limits assessment increases on homesteaded residential property but does not apply to commercial property, so commercial assessments may increase without cap. Additionally, Florida imposes a documentary stamp tax under Fla. Stat. § 201.02 on certain documents, though standard commercial leases are generally not subject to doc stamps unless they contain promissory notes or other taxable instruments.

• Base Year for Real Property Taxes: Calendar year [____]
• Tenant's Obligation: Pro rata share of increases above Base Year taxes
• Tax Challenge Rights: ☐ Landlord shall challenge assessments in good faith ☐ Tenant may request Landlord to file VAB petition ☐ Tax protest costs shared pro rata
• Special Assessments (CDD, Municipal, etc.): ☐ Passed through pro rata ☐ Excluded ☐ Amortized over [____] years
• Community Development District (CDD) Assessments: ☐ Applicable -- CDD assessments of $[____]/RSF annually ☐ Not applicable
• Tax Abatement/Incentive: If Landlord receives an economic development tax incentive, Tenant shall ☐ receive proportionate benefit ☐ not receive benefit

5.5 Insurance Costs -- Hurricane and Windstorm Focus

Florida Practice Note: Florida commercial property insurance costs have risen dramatically due to hurricane exposure. Insurance may be the fastest-growing component of operating expenses. Tenants should negotiate caps or carve-outs for insurance pass-throughs and understand the Building's deductible structure (percentage deductibles for named storms are standard in Florida).

• Insurance Pass-Through: Tenant pays pro rata share of Building insurance costs
• Insurance Cap: ☐ Insurance pass-throughs capped at [____]% annual increase ☐ No cap
• Named Storm/Hurricane Deductible: Building's named storm deductible is [____]% of insured value. If Landlord incurs a deductible expense, the cost shall be ☐ treated as an operating expense and passed through pro rata ☐ amortized over [____] years ☐ borne by Landlord
• Tenant's Own Insurance Requirements:
• Commercial General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
• Property Insurance: Replacement cost on Tenant's improvements and personal property, including windstorm and flood (if in flood zone)
• Workers' Compensation: Statutory limits per Fla. Stat. Ch. 440
• Business Interruption: ☐ Required (minimum [____] months coverage) ☐ Recommended
• Additional Insured: Landlord, managing agent, and Landlord's lender
• Waiver of Subrogation: mutual waiver of subrogation
• Windstorm/Hurricane Coverage: ☐ Required as part of property policy ☐ Separate windstorm policy required

6. TENANT IMPROVEMENTS AND LANDLORD WORK

6.1 Tenant Improvement Allowance

• TI Allowance: $[____]/RSF ($[________________________________] total)
• Allowance Applicability: ☐ Hard costs only ☐ Hard and soft costs ☐ Including FF&E ☐ Including A&E fees ☐ Including permit fees
• Unused Allowance: ☐ Forfeited ☐ Applied to rent ☐ Paid to Tenant (capped at [____]%) ☐ Carried forward for [____] months
• Disbursement Method: ☐ Landlord-funded ☐ Direct payment upon lien waivers ☐ Reimbursement

6.2 Landlord Work

• Scope: [________________________________]
• Landlord Work Deadline: [__/__/____]
• Plans and Specifications: Landlord to provide within [____] days of LOI execution; Tenant to approve within [____] business days
• Construction Standards: Building standard finishes; compliance with current Florida Building Code (FBC 8th Edition, 2023, or as updated)

6.3 Florida Building Code and Permit Requirements

• Permitting: ☐ Landlord obtains building permits ☐ Tenant obtains permits ☐ Shared responsibility
• Florida Building Code Compliance: All construction must comply with the Florida Building Code, including wind-load requirements applicable to [________________________________] County
• Impact Fees: ☐ Landlord responsible ☐ Tenant responsible ☐ Shared ☐ Not applicable
• Certificate of Occupancy / Certificate of Completion: ☐ Landlord to obtain ☐ Tenant to obtain for Tenant's specific use
• Lien Waiver / Construction Lien: Under Fla. Stat. Ch. 713 (Construction Lien Law), contractors and subcontractors may file liens against the property for unpaid work. Tenant shall ☐ bond off any liens within [____] days ☐ provide Landlord with final lien waivers from all contractors

6.4 Hurricane Hardening

• Window Protection: ☐ Landlord to install hurricane shutters/impact glazing ☐ Tenant to install at Tenant's cost ☐ Already installed
• Roof Strapping/Tie-Downs: ☐ Building meets current FBC wind-load requirements ☐ Upgrades required at ☐ Landlord's ☐ Tenant's cost

7. PERMITTED USE AND EXCLUSIVITY

7.1 Permitted Use

• Primary Use: [________________________________]
• Ancillary Uses: [________________________________]
• Prohibited Uses: [________________________________]
• Zoning Verification: Tenant acknowledges responsibility to verify zoning compliance with applicable county/municipal land development code. Current zoning: [________________________________]
• Local Business Tax Receipt (formerly Occupational License): ☐ Tenant to obtain ☐ Landlord to assist

7.2 Exclusive Use Rights

• ☐ No exclusive use rights
• ☐ Exclusive use granted for: [________________________________]
• Scope: No other tenant in the Building/Project shall [________________________________]
• Existing Tenants: ☐ Carved out ☐ Subject to exclusive upon renewal
• Remedies for Violation: ☐ Reduced rent to $[____]/RSF ☐ Percentage rent ☐ Termination ☐ Injunctive relief ☐ Self-help with offset
• Continuous Operation Requirement: ☐ Required ☐ Not required

7.3 Co-Tenancy Requirements (Retail/Mixed-Use)

• ☐ No co-tenancy requirements
• ☐ Opening Co-Tenancy:
• Required anchors open and operating: [________________________________]
• Minimum occupancy: [____]%
• Remedy: ☐ Reduced rent of $[____]/RSF ☐ Percentage rent only ☐ Termination after [____] months
• ☐ Operating Co-Tenancy:
• Anchor cessation trigger: [____] consecutive days
• Occupancy trigger: below [____]% for [____] consecutive days
• Remedy: ☐ Reduced rent for up to [____] months ☐ Termination after [____] months

7.4 Percentage Rent (Retail)

• ☐ No percentage rent
• ☐ Percentage rent applies:
• Breakpoint: Natural ($[________________________________]) or Artificial ($[________________________________])
• Percentage: [____]% of gross sales exceeding breakpoint
• Reporting: ☐ Monthly ☐ Quarterly ☐ Annually
• Excluded Sales: Internet/mail-order, returns, employee discounts, sales tax collected

7.5 Tenant Mix Provisions

• Landlord covenants to maintain: [________________________________]
• Restrictions on leasing to: [________________________________]

8. RENEWAL OPTIONS

• Number of Renewal Options: [____]
• Renewal Term Length: [____] years each
• Renewal Rental Rate:
• ☐ Fair Market Value (see Section 8.1)
• ☐ Fixed escalation of [____]%
• ☐ CPI-adjusted (capped at [____]%)
• ☐ The greater of FMV or [____]% increase
• Notice Period for Exercise: [____] months prior to expiration
• Conditions to Exercise: ☐ No uncured default ☐ Tenant in occupancy of at least [____]% of Premises ☐ Original named Tenant or permitted assignee

8.1 Fair Market Value Determination Process

1. Negotiation Period: [____] days after exercise
2. Appraiser Determination: Each party appoints a Florida-certified general appraiser with at least [____] years' commercial experience in [________________________________] County within [____] days. The two appraisers select a third within [____] days. Each independently determines FMV within [____] days.
3. Baseball Arbitration: FMV is the average of the two closest determinations
4. Exclusions: Exclude Tenant-funded improvements, sublease premium, and temporary market distortions (including post-hurricane market disruptions)
5. Floor: Not less than [____]% of final-year rent
6. Costs: Each party pays its own appraiser; third appraiser's fee shared equally

9. EXPANSION AND PREFERENTIAL RIGHTS

• ☐ Right of First Offer (ROFO): [____] business days to respond
• ☐ Right of First Refusal (ROFR): [____] business days to match
• ☐ Must-Take Expansion: [________________________________] RSF on or about [__/__/____]
• ☐ Contraction Right: Surrender [________________________________] RSF after Lease Year [____] upon [____] months' notice and payment of [________________________________]

10. SIGNAGE

• Suite Entry: ☐ Building standard ☐ Custom (subject to approval)
• Building Directory: ☐ Included ☐ Not applicable
• Monument/Pylon Sign: ☐ Included (subject to county/municipal sign code and any HOA/POA restrictions) ☐ Not available
• Building Exterior: ☐ Available on [________________________________] elevation(s) ☐ Not available
• Signage Costs: ☐ Tenant ☐ Landlord ☐ Shared
• Compliance: All signage subject to applicable county/municipal sign ordinance and any deed restrictions, HOA/POA rules, or master association requirements

11. PARKING AND COMMON AREAS

11.1 Parking

• Parking Ratio: [____] spaces per 1,000 RSF ([____] total spaces)
• Reserved Spaces: [____] at $[____]/space/month
• Unreserved Spaces: [____] at ☐ no charge ☐ $[____]/space/month
• Covered Parking: ☐ [____] spaces at $[____]/space/month ☐ Not available
• EV Charging Stations: ☐ Available ☐ Tenant may install ☐ Not available

11.2 Common Areas

• Loading Dock: ☐ Shared ☐ Dedicated ☐ Not applicable
• After-Hours HVAC: $[____] per hour per zone; minimum [____] hours
• Building Hours: Monday-Friday: [____] a.m. to [____] p.m.; Saturday: [____] a.m. to [____] p.m.; Sunday/Holidays: Closed
• 24/7 Access: ☐ Available via [________________________________]
• Telecommunications/Fiber: ☐ Building has fiber ☐ Tenant may install risers ☐ Riser fees: [________________________________]
• Hurricane Shelter/Safe Room: ☐ Available ☐ Not available

12. ASSIGNMENT AND SUBLETTING

• Landlord Consent: Required, not to be unreasonably withheld, conditioned, or delayed
• Permitted Transfers: No consent required for:
• ☐ Affiliates
• ☐ Successors by merger or consolidation
• ☐ Purchasers of substantially all assets
• Provided transferee has net worth of at least $[________________________________] and assumes all Lease obligations
• Recapture Right: ☐ Yes ☐ No
• Profit Sharing: ☐ [____]% of net sublease profit to Landlord ☐ No profit sharing
• Response Time: [____] business days

13. SECURITY DEPOSIT AND FINANCIAL ASSURANCES

• Security Deposit: $[________________________________] ([____] months' Base Rent)
• Form: ☐ Cash ☐ Letter of credit ☐ Either
• Burn-Down: Reduces to $[________________________________] after Lease Year [____]
• Return: Within [____] days after expiration and surrender (Fla. Stat. § 83.49 applies to residential deposits; commercial deposits governed by Lease terms)
• Letter of Credit Terms: Evergreen, drawable on sight, from a bank with Florida offices
• Guaranty: ☐ Full-term guaranty ☐ Good-guy guaranty ☐ Burn-off after [____] years ☐ Not required

13.1 Good-Guy Guaranty (if applicable)

• Guarantor personally liable through the date Tenant vacates and surrenders in broom-clean condition with [____] months' prior written notice
• Released from post-surrender liability

14. INSURANCE AND INDEMNITY

Florida Practice Note: Florida's property insurance market has experienced significant volatility due to hurricane losses. Commercial policies often carry percentage deductibles (typically 2-5%) for named storm events. Tenants should independently verify Landlord's insurance program and negotiate transparent pass-through of insurance costs. Under Fla. Stat. § 627.7011, property insurers must offer coverage options at various deductible levels, though this primarily applies to residential policies; commercial coverage is more negotiable.

• Tenant's Insurance:
• Commercial General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
• Property Insurance: Replacement cost on improvements and personal property, including windstorm and named storm coverage
• Workers' Compensation: Statutory limits per Fla. Stat. Ch. 440
• Business Auto: $[________________________________] combined single limit
• Umbrella/Excess: $[________________________________]
• Flood Insurance: ☐ Required if in flood zone ☐ Not required
• Additional Insured: Landlord, managing agent, and Landlord's lender
• Mutual Waiver of Subrogation: Required
• Mutual Indemnity: Each party indemnifies for its negligence or willful misconduct
• Sinkhole Disclosure: ☐ Landlord discloses prior sinkhole activity ☐ No known sinkhole activity per Fla. Stat. § 627.7073

15. SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT (SNDA)

• Landlord to deliver SNDA from existing lender(s) within [____] days of Lease execution
• SNDA to protect Tenant's possession so long as not in default beyond cure periods
• Tenant to subordinate to future mortgages provided SNDA delivered

16. CASUALTY AND CONDEMNATION

16.1 Casualty (Including Hurricane Damage)

Florida Practice Note: Given Florida's hurricane exposure, casualty provisions are critically important. Define restoration obligations and timelines with hurricane scenarios in mind. Consider that insurance claim processing for hurricane damage can take many months.

• Landlord to notify Tenant of estimated restoration time within [____] days
• If restoration estimated to exceed [____] days (or [____] days if caused by named storm), either party may terminate
• Rent abates proportionately during restoration
• Named Storm/Hurricane Specific: If Building sustains damage from a named storm event:
• ☐ Extended restoration period of [____] days applies
• ☐ Tenant may operate from temporary location, rent abated, pending restoration
• ☐ Force majeure tolling of [____] days for insurance claim processing
• Termination right if casualty occurs during last [____] months of term

16.2 Condemnation

• Either party may terminate if all or material portion taken
• Tenant has independent right to claim relocation expenses, business goodwill loss, and unamortized Tenant-funded improvements

17. DEFAULT AND REMEDIES

17.1 Tenant Default

• Monetary Default: Failure to pay within [____] days after written notice
• Non-Monetary Default: Failure to cure within [____] days after written notice (or longer if needed, provided diligent pursuit)
• Bankruptcy: Voluntary petition or failure to dismiss involuntary petition within [____] days

Florida Practice Note: Florida law permits commercial landlords to use the summary eviction process under Fla. Stat. § 83.20 (nonresidential tenancies) by serving a 3-day notice to pay or vacate for monetary defaults. The notice requirements are strictly construed by Florida courts. Additionally, Fla. Stat. § 83.05 allows landlords of nonresidential properties to distrain (seize) tenant's personal property for unpaid rent, although this remedy is rarely used in modern practice.

17.2 Landlord Default

• Failure to perform within [____] days after written notice
• Tenant's remedies: ☐ Self-help with offset (capped at [____]%) ☐ Rent abatement ☐ Termination after repeated defaults ☐ Suit for damages

18. BINDING AND NON-BINDING PROVISIONS

18.1 Non-Binding Provisions

All provisions other than Section 18.2 are non-binding expressions of current intent.

18.2 Binding Provisions

The following are binding upon execution:

(a) Exclusivity Period. Through [__/__/____], Landlord shall not market or negotiate with others for the Premises.

(b) Confidentiality. Terms confidential except to attorneys, accountants, brokers, lenders, and investors.

(c) Brokerage. See Section 19. Indemnification is binding.

(d) Governing Law and Venue. See Section 20.

(e) Expenses. Each party bears its own costs.

19. BROKERS

• Landlord's Broker: [________________________________], License No. [________________________________]
• Tenant's Broker: [________________________________], License No. [________________________________]
• Commission: Per separate agreement
• Indemnity: Each party represents no other broker engaged and indemnifies the other from claims by any other broker
• Florida Licensing: All brokers must hold active Florida real estate licenses per Fla. Stat. Ch. 475

20. GOVERNING LAW AND VENUE

• Governing Law: State of Florida, without regard to conflict-of-laws principles
• Venue: State or federal courts in [________________________________] County, Florida
• Jury Waiver: ☐ Waived ☐ Not waived
• Attorney's Fees: ☐ Prevailing party entitled to reasonable attorney's fees and costs per Fla. Stat. § 57.105 ☐ Each party bears its own fees
• Mediation: ☐ Mandatory pre-suit mediation required per Fla. Stat. Ch. 44 ☐ Not required

21. NEGOTIATION TIMELINE

22. ADDITIONAL TERMS AND CONDITIONS

22.1 Documentary Stamp Tax

Florida Practice Note: Under Fla. Stat. § 201.02, documentary stamp tax is imposed on documents that transfer interests in Florida real property at $0.70 per $100. Standard commercial leases are generally not subject to documentary stamp tax unless they contain instruments that independently qualify as taxable documents. Confirm with Florida tax counsel.

22.2 Environmental

• Landlord represents compliance with CERCLA, RCRA, and Fla. Stat. Ch. 376 (Pollutant Discharge Prevention and Removal)
• Tenant shall not store or dispose of hazardous materials except in de minimis quantities
• Landlord to deliver existing Phase I/Phase II reports within [____] days

22.3 Utilities

• Tenant responsible for: ☐ Electric ☐ Gas ☐ Water/sewer ☐ Telecom ☐ Trash removal
• Separately metered: ☐ Yes ☐ No (if no, allocated by [________________________________])

22.4 Holdover

• Holdover rate: [____]% of then-current Base Rent (typically 150-200%) plus Additional Rent

22.5 Force Majeure

• Includes acts of God, war, terrorism, pandemic, government action, labor disputes, material shortages, and named storm events (hurricanes, tropical storms, tropical depressions)
• Force majeure does not excuse Tenant's rent obligation

22.6 Business Continuity / Hurricane Planning

• Tenant shall maintain a business continuity plan addressing hurricane preparedness
• Landlord shall provide Tenant with building hurricane procedures at least annually before June 1 (start of Atlantic hurricane season)
• Post-storm access: Landlord shall use commercially reasonable efforts to restore access to the Premises as soon as practicable following a named storm event, subject to safety considerations and governmental access restrictions

23. PRACTICE TIPS FOR FLORIDA MULTI-TENANT COMMERCIAL LEASE LOI

For Tenant's Counsel:
- Sales Tax Repeal: Confirm that the Lease is drafted to reflect the repeal of Fla. Stat. § 212.031 effective October 1, 2025. Remove or update any legacy sales-tax-on-rent provisions. Note that other charges (e.g., separately billed services, personal property rentals) may still be subject to sales tax.
- Insurance Costs: Florida commercial property insurance premiums can be volatile. Negotiate caps on insurance pass-throughs or at minimum require Landlord to competitively bid insurance.
- Hurricane Deductible Allocation: Understand how the Building's named-storm deductible will be allocated. A 5% deductible on a $50M building is $2.5M -- this should not be passed through as a routine operating expense.
- CAM Caps: Essential in Florida where landscaping, irrigation, and tropical plant maintenance costs can be significant.
- CDD Assessments: In newer developments (especially in Central and South Florida), CDD assessments can add significant costs. Confirm whether CDD assessments are passed through.
- Radon: Request radon testing, particularly for ground-floor or below-grade spaces.
- Mold/Moisture: Florida's humidity makes mold a significant concern. Ensure the Lease addresses mold remediation responsibility.
- Flood Zone: Verify FEMA flood zone status and negotiate flood insurance allocation.

For Landlord's Counsel:
- Non-Binding Language: Clear, unambiguous non-binding language is critical under Florida's Statute of Frauds.
- Sales Tax Transition: For existing leases being renewed or amended, address the transition from taxable to non-taxable rent periods.
- Named Storm Force Majeure: Define named storm force majeure carefully, including the period during which delivery deadlines and construction timelines are tolled.
- Construction Liens: Florida's Construction Lien Law (Fla. Stat. Ch. 713) provides strong protections for contractors. Require Tenant to deliver Notice of Commencement to Landlord and provide final lien waivers.
- Distress for Rent: While Fla. Stat. § 83.05 provides a distress remedy for nonresidential tenancies, this remedy is disfavored and rarely used. Standard lease remedies are more practical.

SIGNATURES

This LOI is executed as of the date first written above. This LOI is non-binding except as expressly set forth in Section 18.2.

LANDLORD:                                    TENANT:

_______________________________________      _______________________________________
Entity Name                                  Entity Name

By: ____________________________________     By: ____________________________________
Name: __________________________________     Name: __________________________________
Title: _________________________________     Title: _________________________________
Date: [__/__/____]                           Date: [__/__/____]


GUARANTOR (if applicable):

_______________________________________
Guarantor Name

By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: [__/__/____]

SOURCES AND REFERENCES

• Fla. Stat. § 212.031 (Repealed Oct. 1, 2025, by HB 7031): http://www.leg.state.fl.us/statutes/
• HB 7031 (2025) -- Repeal of Sales Tax on Commercial Rent: https://www.flsenate.gov/Session/Bill/2025/7031
• Florida Department of Revenue, Sales Tax on Commercial Rent Repeal: https://floridarevenue.com/taxes/tips/Documents/TIP_25A01-04.pdf
• Fla. Stat. § 201.02 (Documentary Stamp Tax): https://www.flsenate.gov/Laws/Statutes/2024/201.02
• Fla. Stat. Ch. 83 (Landlord and Tenant): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0000-0099/0083/0083.html
• Fla. Stat. Ch. 713 (Construction Lien Law): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0713/0713.html
• Florida Building Code: https://www.floridabuilding.org/
• Florida Realtors -- Business Rent Tax Elimination: https://www.floridarealtors.org/news-media/news-articles/2025/06/florida-eliminates-burdensome-business-rent-tax