Tenant Estoppel Certificate - California

TENANT ESTOPPEL CERTIFICATE (CALIFORNIA)

THIS TENANT ESTOPPEL CERTIFICATE (this "Certificate") is made and delivered as of [__/__/____] (the "Certificate Date"), pursuant to the laws of the State of California.

1. IDENTIFICATION

1.1 Property and Parties

1.2 Lease Identification

The Lease, together with all amendments, modifications, supplements, side letters, and guaranty agreements described in Exhibit A, is collectively referred to herein as the "Lease."

2. LEASE STATUS CERTIFICATIONS

The undersigned Tenant hereby certifies to the Requesting Party, its successors, and assigns as follows:

2.1 ☐ The Lease is in full force and effect and has not been modified, supplemented, or amended except as set forth in Exhibit A.

2.2 ☐ Tenant is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Tenant under the Lease.

2.3 ☐ To Tenant's actual knowledge, Landlord is not in default under the Lease and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default by Landlord under the Lease.

Exceptions to Sections 2.2 and 2.3 (if any): [________________________________]

2.4 ☐ There are no existing claims, defenses, counterclaims, or offsets that Tenant has against the enforcement of the Lease by Landlord.

2.5 ☐ Tenant has not delivered any notice of termination or exercised any early termination right under the Lease.

2.6 ☐ There are no oral agreements or understandings between Landlord and Tenant affecting the Lease or the Premises that are not set forth in the Lease.

2.7 ☐ Tenant has not received any notice from Landlord alleging a default by Tenant that remains uncured.

2.8 ☐ Tenant has not filed for protection under any chapter of the United States Bankruptcy Code, and no involuntary petition has been filed against Tenant.

3. FINANCIAL CERTIFICATIONS

3.1 Rent

3.2 Additional Rent / Operating Expenses

3.3 Security Deposit

CALIFORNIA LAW NOTE: For commercial tenancies, Cal. Civil Code Section 1950.7 limits Landlord's use of security deposits to: (a) defaults in rent; (b) repair of damages caused by Tenant (excluding ordinary wear and tear); and (c) cleaning costs. Section 1950.7 may be waived in commercial leases by express written agreement. For residential tenancies, Cal. Civil Code Section 1950.5 limits the deposit to two months' rent (unfurnished) or three months' rent (furnished) and imposes strict return and itemization requirements within 21 days of move-out.

3.4 Prepaid Rent and Concessions

4. LEASE TERM CERTIFICATIONS

4.1 Current Term

4.2 Renewal and Extension Options

4.3 Expansion, ROFR/ROFO, and Purchase Options

5. OCCUPANCY AND USE CERTIFICATIONS

5.1 ☐ Tenant has accepted possession of the Premises and is currently occupying the Premises.

5.2 ☐ Tenant is open for business and operating at the Premises.
☐ Tenant is not yet open for business. Anticipated opening date: [__/__/____].

5.3 Permitted Use: [________________________________]

5.4 Exclusive Use Provision: ☐ None ☐ Tenant has an exclusive use right for: [________________________________]

5.5 Co-Tenancy Provision: ☐ None ☐ Details: [________________________________]

5.6 Radius Restriction: ☐ None ☐ Details: [________________________________]

5.7 Operating Covenant: ☐ None ☐ Tenant is required to continuously operate. Details: [________________________________]

6. ASSIGNMENT AND SUBLETTING

6.1 ☐ Tenant has not assigned, transferred, or sublet the Lease or any portion of the Premises.

6.2 ☐ Tenant has assigned or sublet as follows:

6.3 Assignment/Subletting Restrictions: ☐ Landlord consent required ☐ Landlord has recapture right ☐ Profit-sharing with Landlord ☐ Other: [____]

6.4 ☐ No sublease or assignment is currently pending or under negotiation.

7. LANDLORD OBLIGATIONS

7.1 Tenant Improvement Work:
☐ Landlord has completed all required tenant improvement work under the Lease to Tenant's satisfaction.
☐ Landlord has outstanding obligations as follows: [________________________________]

7.2 Work Letter / Build-Out Allowances:
☐ All allowances have been paid in full.
☐ Unpaid balance of $[________________________________] remains due from Landlord.

7.3 Repair and Maintenance Obligations:
☐ To Tenant's knowledge, Landlord has fulfilled all repair and maintenance obligations under the Lease.
☐ Outstanding Landlord repair obligations: [________________________________]

7.4 Capital Improvement Obligations:
☐ None outstanding.
☐ Details: [________________________________]

8. INSURANCE AND INDEMNIFICATION

8.1 ☐ Tenant currently maintains all insurance coverages required under the Lease, including:

8.2 ☐ Landlord is named as additional insured on Tenant's general liability policy.
☐ Lender is named as additional insured: [________________________________]

8.3 ☐ The Lease contains mutual waiver of subrogation provisions.

CALIFORNIA NOTE: Earthquake insurance is not typically required but may be mandated under certain commercial leases. Confirm whether the Lease requires earthquake coverage.

9. SUBORDINATION / SNDA STATUS

9.1 Subordination:
☐ The Lease is subordinate to existing mortgage(s) / deed(s) of trust.
☐ The Lease is superior to all existing encumbrances.
☐ Unknown.

9.2 SNDA (Subordination, Non-Disturbance, and Attornment Agreement):
☐ Tenant has executed an SNDA with the following lender(s):

☐ Tenant has not executed any SNDA.
☐ Tenant has requested but not yet received an SNDA.

9.3 ☐ Tenant has not received any notice of foreclosure, deed in lieu, trustee's sale, or receivership proceedings affecting the Property.

CALIFORNIA NOTE: Under California law, a bona fide tenant's lease generally survives foreclosure if the lease was entered into before the mortgage or deed of trust, unless the lease is subordinated by agreement. The Protecting Tenants at Foreclosure Act (federal) may also provide protections for residential tenants. Review Cal. Code of Civ. Proc. Section 1161a for unlawful detainer rights following foreclosure.

10. HAZARDOUS MATERIALS / ENVIRONMENTAL

10.1 ☐ To Tenant's actual knowledge, Tenant has not used, stored, generated, released, or disposed of any Hazardous Materials (as defined in California Health and Safety Code Sections 25316 and 25501) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including the California Department of Toxic Substances Control, Regional Water Quality Control Board, or local agencies) regarding the presence of Hazardous Materials at the Premises.

10.3 ☐ Tenant has not received any notice regarding environmental contamination or remediation obligations affecting the Premises or the Property.

10.4 ☐ Tenant's use of Hazardous Materials, if any, complies with all applicable environmental laws (including California Health and Safety Code Division 20, Chapter 6.5 and Chapter 6.95) and the terms of the Lease.

10.5 Proposition 65:
☐ Tenant has posted required Proposition 65 warnings at the Premises.
☐ Proposition 65 warnings are not applicable to Tenant's operations.
☐ Tenant is not aware of any Proposition 65 exposure requiring posted warnings.

11. LITIGATION AND DISPUTES

11.1 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation, arbitration, administrative proceeding, or other dispute between Tenant and Landlord.

11.2 ☐ There is no pending or, to Tenant's actual knowledge, threatened litigation, arbitration, or administrative proceeding affecting Tenant's ability to perform its obligations under the Lease.

11.3 Exceptions (if any): [________________________________]

12. ADA / ACCESSIBILITY COMPLIANCE — CALIFORNIA CASp DISCLOSURE

CALIFORNIA CIVIL CODE SECTION 1938 — MANDATORY DISCLOSURE FOR COMMERCIAL LEASES EXECUTED ON OR AFTER JANUARY 1, 2017:

12.1 CASp Inspection Status:

☐ The Premises HAVE been inspected by a Certified Access Specialist (CASp).

• CASp Name: [________________________________]
• CASp License No.: [________________________________]
• Date of Inspection: [__/__/____]
• Inspection Determined the Premises:
  ☐ Met all applicable construction-related accessibility standards pursuant to Cal. Civil Code Section 55.53
  ☐ Did not meet all applicable construction-related accessibility standards; a correction plan was issued
  ☐ A CASp inspection report was provided to Tenant at least 48 hours prior to Lease execution: ☐ Yes ☐ No
  ☐ Repairs/corrections have been completed: ☐ Yes ☐ No ☐ In Progress

☐ The Premises HAVE NOT been inspected by a Certified Access Specialist (CASp).

STATUTORY DISCLOSURE (Cal. Civ. Code Section 1938(e)): A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

12.2 ADA Compliance:
☐ To Tenant's actual knowledge, the Premises comply with the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and Title 24 of the California Code of Regulations.
☐ Tenant has not received any notice of non-compliance with ADA or California accessibility requirements.
☐ Tenant has received notice(s) of non-compliance. Details: [________________________________]
☐ Tenant has not made any request for accessibility-related modifications that remains unfulfilled.

12.3 Accessibility Litigation:
☐ No pending or threatened accessibility-related claims or litigation involving the Premises.
☐ Details: [________________________________]

13. RELIANCE AND INDEMNIFICATION

13.1 Reliance. Tenant acknowledges and agrees that this Certificate is made for the benefit of the Requesting Party and the following additional parties, each of whom may rely on the statements contained herein:

☐ Prospective Purchaser: [________________________________]
☐ Lender: [________________________________]
☐ Title Company: [________________________________]
☐ Their respective successors and assigns

13.2 Binding Effect. Tenant acknowledges that the Requesting Party and the parties identified in Section 13.1 will rely on the accuracy and completeness of this Certificate in connection with a proposed:

☐ Sale/acquisition of the Property
☐ Financing/refinancing of the Property
☐ Other transaction: [________________________________]

13.3 Estoppel Effect. Tenant agrees that it shall be estopped from asserting any claim or defense inconsistent with the certifications made in this Certificate against the Requesting Party and the reliance parties identified above.

13.4 Knowledge Qualifier. Where this Certificate states "to Tenant's actual knowledge" or similar language, such phrase means the actual (not constructive or imputed) knowledge of [________________________________] (name and title of certifying individual), without independent investigation or inquiry.

13.5 Indemnification. Tenant shall indemnify, defend, and hold harmless the Requesting Party and its successors and assigns from and against any losses, costs, damages, or expenses (including reasonable attorneys' fees) arising from any material misrepresentation or inaccuracy in this Certificate.

CALIFORNIA NOTE: Under California law, a party induced to rely on an estoppel certificate may recover damages for material misstatements. Cal. Civil Code Section 1710 (deceit) and Section 1572 (actual fraud) may apply to intentionally false certifications. Anti-indemnity statutes (Cal. Civil Code Section 2782) may limit the scope of indemnification in construction-related contexts.

14. CALIFORNIA-SPECIFIC PROVISIONS

14.1 Rent Control / Rent Stabilization (Residential Tenancies Only)

NOTE: If the Premises are subject to local rent control (e.g., San Francisco Rent Ordinance, Los Angeles Rent Stabilization Ordinance, Oakland Rent Adjustment Program, Berkeley Rent Stabilization Board, San Jose Apartment Rent Ordinance) or the California Tenant Protection Act of 2019 (Cal. Civ. Code Section 1946.2 — AB 1482), the following must be completed:

☐ Not applicable (commercial tenancy).

☐ The Premises ARE subject to local rent control / rent stabilization:

• Local Ordinance: [________________________________]
• Maximum Allowable Rent: $[________________________________] per month
• Registration No. (if applicable): [________________________________]
• Current banked rent increases (if any): [________________________________]
• Rent board petition(s) pending: ☐ None ☐ Details: [________________________________]

☐ The Premises ARE subject to the California Tenant Protection Act (AB 1482):

• Just Cause for Eviction applies: ☐ Yes ☐ No
• Rent cap (5% + CPI, max 10%) applies: ☐ Yes ☐ No
• Exemption claimed by Landlord: ☐ None ☐ Single-family home (Section 1946.2(e)(7)) ☐ Other: [____]

14.2 Proposition 65 Warning Acknowledgment

☐ Tenant acknowledges that Proposition 65 (California Health and Safety Code Section 25249.5 et seq.) requires warnings regarding exposure to chemicals known to the State of California to cause cancer or reproductive toxicity.
☐ Tenant has posted all required Proposition 65 warnings at the Premises.

14.3 Seismic Retrofit / Earthquake Preparedness

☐ Tenant has received disclosure of seismic retrofit requirements applicable to the building (if any): ☐ Yes ☐ No ☐ N/A
☐ The building is classified as a soft-story, unreinforced masonry, or other seismically vulnerable structure: ☐ Yes ☐ No ☐ Unknown
☐ Mandatory retrofit compliance status: [________________________________]

14.4 California Recording

☐ A Memorandum of Lease has been recorded in the Official Records of [________________________________] County, California.

• Recording Date: [__/__/____]
• Document No.: [________________________________]
  ☐ No Memorandum of Lease has been recorded.

14.5 California Energy Benchmarking (AB 802)

☐ Tenant has received notification of energy benchmarking disclosure obligations under AB 802 (Cal. Public Resources Code Section 25402.10).
☐ Tenant provides energy usage data as required under the Lease: ☐ Yes ☐ No ☐ N/A

15. TENANT ACKNOWLEDGMENTS

15.1 Tenant confirms that the individual executing this Certificate on behalf of Tenant has the authority to do so and to bind Tenant to the certifications contained herein.

15.2 Tenant confirms that it has reviewed the Lease and its records in connection with the preparation of this Certificate.

15.3 Tenant understands that this Certificate will survive any transfer of the Property and will be binding upon Tenant and its successors and assigns.

15.4 Tenant acknowledges that the Requesting Party and its lenders, purchasers, and their respective counsel may rely on this Certificate in connection with the applicable transaction.

16. EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Tenant Estoppel Certificate as of the Certificate Date.

TENANT:

[________________________________]
a [________________________________] (entity type)

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Contact Information for Tenant:
Phone: [________________________________]
Email: [________________________________]

CALIFORNIA NOTARY ACKNOWLEDGMENT

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public, personally appeared [________________________________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

EXHIBIT A — LEASE DOCUMENT LIST

The following documents, taken together, constitute the "Lease" as referenced in this Certificate:

Guaranty Agreement(s):

Side Letters / Memoranda:

This Certificate contains [____] pages, including Exhibit A.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. California estoppel certificate requirements may be affected by local ordinances, rent control regulations, CASp requirements, and other legal requirements. Consult a qualified California attorney before use.