Tenant Estoppel Certificate - Florida

TENANT ESTOPPEL CERTIFICATE (FLORIDA)

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

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 Florida Sales Tax on Commercial Rent

FLORIDA NOTE — CRITICAL: Florida is one of the few states that imposes sales tax on commercial real property rentals. Under Fla. Stat. Section 212.031, the state levies a tax on the total rent or license fee charged for renting, leasing, or granting a license to use commercial real property. This tax is in addition to any applicable county discretionary sales surtax. The current state rate and any applicable county surtax rate should be confirmed with the Florida Department of Revenue.

3.3 Additional Rent / Operating Expenses

3.4 Security Deposit

FLORIDA LAW NOTE: For residential tenancies, Fla. Stat. Section 83.49 imposes detailed requirements: the landlord must hold the deposit in a separate non-interest-bearing account in a Florida banking institution, or in a separate interest-bearing account (with interest payable to tenant), or post a surety bond. Within 30 days of receiving the deposit, the landlord must provide written notice to the tenant of the depository name, address, and whether the account is interest-bearing or non-interest-bearing. There is no statutory limit on commercial security deposit amounts.

3.5 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:

FLORIDA NOTE: Windstorm/hurricane insurance is critical in Florida. Citizens Property Insurance Corporation is the state-created insurer of last resort. Many commercial leases require separate windstorm/named storm coverage. Flood insurance may be required for properties in FEMA Special Flood Hazard Areas, which are common in Florida.

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.

9. SUBORDINATION / SNDA STATUS

9.1 Subordination:
☐ The Lease is subordinate to existing mortgage(s).
☐ 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 (lis pendens), receivership, or other proceedings affecting the Property.

FLORIDA NOTE: Florida is a judicial foreclosure state (Fla. Stat. Chapter 702). Foreclosure requires a court proceeding, and a lis pendens is filed to provide notice. A tenant whose lease is subordinate to the foreclosed mortgage may be subject to eviction; however, a bona fide tenant with an arm's-length lease may have rights under the Protecting Tenants at Foreclosure Act (federal). Additionally, under Fla. Stat. Section 83.561 (residential) and common law (commercial), a receiver appointed over the property must generally honor existing leases during the receivership period.

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 applicable Florida Statutes, including Chapter 376 — Pollutant Discharge Prevention and Removal, and Chapter 403 — Environmental Control) on or about the Premises except as follows:

☐ None.
☐ Details: [________________________________]

10.2 ☐ Tenant has not received any notice from any governmental authority (including FDEP, EPA, county environmental agencies, or water management districts) 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, including under the Florida Brownfields Redevelopment Act (Fla. Stat. Chapter 376, Part IV).

10.4 ☐ Tenant's use of Hazardous Materials, if any, complies with all applicable environmental laws and the terms of the Lease.

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 affecting Tenant's ability to perform its obligations under the Lease.

11.3 Exceptions (if any): [________________________________]

12. ADA / ACCESSIBILITY COMPLIANCE

12.1 ☐ 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 the Florida Building Code accessibility requirements (FBC Chapter 11).

12.2 ☐ Tenant has not received any notice of non-compliance with ADA or Florida accessibility requirements.

12.3 ☐ To Tenant's actual knowledge, the Premises comply with the Florida Americans with Disabilities Accessibility Implementation Act (Fla. Stat. Section 553.501 et seq.).

12.4 ☐ Tenant has not made any request for accessibility-related modifications that remains unfulfilled.

FLORIDA NOTE: The Florida Building Code incorporates ADA accessibility standards. The Florida Americans with Disabilities Accessibility Implementation Act (Fla. Stat. Section 553.501 et seq.) provides additional state-level requirements. Florida also requires vertical accessibility (elevators) in certain commercial buildings per the Florida Building Code.

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 and costs, including appellate fees) arising from any material misrepresentation or inaccuracy in this Certificate.

FLORIDA NOTE: Florida follows the "American Rule" regarding attorneys' fees; however, Section 57.105 and contractual fee-shifting provisions are enforceable. Florida courts allow prevailing party attorneys' fees when provided by contract.

14. FLORIDA-SPECIFIC PROVISIONS

14.1 No Rent Control

☐ Tenant acknowledges that the State of Florida does not have rent control or rent stabilization statutes for commercial or residential tenancies (other than in limited emergency circumstances).

14.2 Florida Sales Tax Compliance

☐ Tenant certifies that all Florida sales tax due on commercial rent has been paid through [__/__/____].
☐ Tenant is registered with the Florida Department of Revenue for sales tax purposes: ☐ Yes ☐ No ☐ N/A
☐ Tenant has not received any notice of sales tax audit, deficiency, or assessment related to rent payments.
☐ Sales tax exemption claimed by Tenant: ☐ None ☐ Exempt organization under Fla. Stat. Section 212.08 ☐ Other: [____]

14.3 Condominium / HOA Association Estoppel (if applicable)

NOTE: If the Premises are within a condominium (Fla. Stat. Section 718.116) or homeowners' association (Fla. Stat. Section 720.30851), a separate association estoppel certificate may be required for the transaction. Association estoppel fees are capped by statute.

☐ Not applicable.
☐ The Premises are within a condominium association. Association current: ☐ Yes ☐ No
☐ The Premises are within an HOA. Association current: ☐ Yes ☐ No
☐ A separate association estoppel certificate has been requested: ☐ Yes ☐ No

14.4 Hurricane / Storm Preparedness

☐ Tenant has a hurricane preparedness plan for the Premises: ☐ Yes ☐ No ☐ N/A
☐ The building has hurricane shutters or impact-resistant windows: ☐ Yes ☐ No ☐ Unknown
☐ Hurricane-related damage to the Premises (current/unrepaired): ☐ None ☐ Details: [________________________________]

14.5 Florida Recording

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

• Recording Date: [__/__/____]
• O.R. Book: [____], Page: [____]
• Instrument No.: [________________________________]
  ☐ No Memorandum of Lease has been recorded.

14.6 Radon Disclosure (if residential or mixed-use)

FLORIDA NOTE: Fla. Stat. Section 404.056(5) requires the following radon disclosure in all building permits and leases:

☐ The following statutory radon disclosure has been included in the Lease:

"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."

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.

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: [________________________________]

FLORIDA NOTARY ACKNOWLEDGMENT

STATE OF FLORIDA
COUNTY OF [________________________________]

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this [____] day of [________________________________], [____], by [________________________________], as [________________________________] of [________________________________], who is personally known to me or who has produced [________________________________] as identification.

Notary Public, State of Florida: [________________________________]
Print Name: [________________________________]
My Commission Expires: [__/__/____]
Commission No.: [________________________________]

[NOTARIAL SEAL]

FLORIDA NOTE: Florida permits remote online notarization (RON) under Fla. Stat. Section 117.265. If this Certificate is notarized remotely, the notary must comply with all RON requirements.

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. Florida estoppel certificate requirements may be affected by sales tax on commercial rent, association estoppel statutes, and other legal requirements. Consult a qualified Florida attorney before use.