Commercial Lease Agreement Template Florida

COMMERCIAL LEASE AGREEMENT

This COMMERCIAL LEASE AGREEMENT (the "Agreement") is made and entered into effective as of [Effective Date, e.g., October 26, 2023] (the "Effective Date"), by and between:

LANDLORD: [Landlord's Full Legal Name, e.g., ABC Properties LLC], a [State of Organization, e.g., Florida] limited liability company, with its principal place of business located at [Landlord's Address];

and

TENANT: [Tenant's Full Legal Name, e.g., XYZ Retail Inc.], a [State of Organization, e.g., Delaware] corporation, with its principal place of business located at [Tenant's Address].

RECITALS:

A. Landlord is the fee simple owner of certain real property located in [County Name] County, Florida, commonly known as [Property Address, e.g., 123 Main Street, Anytown, FL 33XXX], and more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property").

B. The Property includes a commercial building (the "Building") and associated common areas.

C. Tenant desires to lease a portion of the Building from Landlord, and Landlord desires to lease such portion to Tenant, upon the terms and conditions hereinafter set forth.

D. Both Landlord and Tenant acknowledge and agree that this Agreement shall be governed by the laws of the State of Florida.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

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1. OPERATIONAL DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

1.1. "Additional Rent" means all sums, charges, costs, and expenses (other than Base Rent) that Tenant is required to pay under this Agreement, including without limitation, Common Area Maintenance (CAM) charges, real estate taxes, insurance premiums, and utilities.

1.2. "Base Rent" means the fixed monthly rental amount payable by Tenant to Landlord, as specified in Section 3.4.

1.3. "Building" means the commercial structure located on the Property, which includes the Premises.

1.4. "Commencement Date" means the date upon which the Lease Term shall commence, as specified in Section 3.2.1.

1.5. "Common Areas" means all areas and facilities within the Property that are designated by Landlord from time to time for the common use and benefit of all tenants and their invitees, including but not limited to, parking lots, driveways, sidewalks, landscaped areas, loading docks, and utility facilities, but excluding the Premises.

1.6. "Default" means any failure by Tenant or Landlord to perform any covenant, condition, or obligation under this Agreement, which failure is not cured within the applicable notice and cure period.

1.7. "Environmental Laws" means all federal, state, and local laws, statutes, ordinances, rules, regulations, orders, and decrees now or hereafter in effect relating to environmental protection, human health, safety, and hazardous materials.

1.8. "Expiration Date" means the date upon which the Lease Term shall terminate, as specified in Section 3.2.2.

1.9. "Force Majeure Event" means acts of God, war, terrorism, civil commotion, strikes, riots, fires, floods, earthquakes, epidemics, pandemics, government orders, or any other cause beyond the reasonable control of the affected party, provided such event prevents or delays performance of an obligation under this Agreement.

1.10. "Hazardous Materials" means any substance, material, waste, pollutant, or contaminant that is regulated, prohibited, or defined as hazardous or toxic under any Environmental Laws.

1.11. "Lease Term" means the period commencing on the Commencement Date and ending on the Expiration Date, as specified in Section 3.2.

1.12. "Notice" means a written communication delivered in accordance with Section 5.6.

1.13. "Permitted Use" means the specific use of the Premises by Tenant as set forth in Section 3.7.

1.14. "Premises" means that certain portion of the Building identified as [Suite/Unit Number, e.g., Suite 100] consisting of approximately [Square Footage] rentable square feet, together with the non-exclusive right to use the Common Areas, and as more particularly outlined on Exhibit B attached hereto.

1.15. "Property" means the real property described in Recital A, including the Building and Common Areas.

1.16. "Rent" means, collectively, the Base Rent and Additional Rent.

1.17. "Security Deposit" means the sum of money paid by Tenant to Landlord as security for the faithful performance of Tenant's obligations, as specified in Section 3.5.

1.18. "Tenant Improvements" means any alterations, additions, or improvements to the Premises made by or on behalf of Tenant after the Commencement Date.

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2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1. Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, for the Lease Term and upon the terms, covenants, and conditions set forth in this Agreement.

2.2. Lease Term. 2.2.1. Commencement Date. The Lease Term shall commence on [Commencement Date]. 2.2.2. Expiration Date. The Lease Term shall expire at 5:00 P.M. local time on [Expiration Date], unless sooner terminated or extended as provided herein. The initial Lease Term shall be [Number] years and [Number] months. 2.2.3. Holding Over. If Tenant remains in possession of the Premises after the Expiration Date, with or without Landlord's consent, Tenant shall be a tenant at sufferance, and the Rent payable shall be [Percentage, e.g., 150%] of the Rent in effect immediately prior to the Expiration Date, prorated on a daily basis, and subject to all other terms of this Agreement to the extent applicable. Such holding over shall not be construed as a renewal or extension of this Agreement.

2.3. Condition of Premises. Tenant acknowledges that it has inspected the Premises and accepts the same in its "AS-IS, WHERE-IS" condition, subject to any latent defects. Landlord makes no representations or warranties as to the suitability or fitness of the Premises for Tenant's Permitted Use, except as expressly stated herein.

2.4. Rent. 2.4.1. Base Rent. Tenant shall pay to Landlord Base Rent in the amount of [Dollar Amount] ($[Dollar Amount]) per month, payable in advance on the first day of each calendar month during the Lease Term. 2.4.2. Additional Rent (Triple Net - NNN). In addition to Base Rent, Tenant shall pay, as Additional Rent, Tenant's pro rata share of all real estate taxes and assessments, insurance premiums, and Common Area operating expenses (collectively, "NNN Expenses") associated with the Property. Tenant's pro rata share shall be [Percentage, e.g., 10%] ([Percentage]%), calculated by dividing the rentable square footage of the Premises by the total rentable square footage of the Building. Landlord shall provide Tenant with annual reconciliations of NNN Expenses. Tenant shall pay estimated NNN Expenses monthly in advance, based on Landlord's reasonable estimates. 2.4.3. Payment Method. All Rent shall be paid without prior demand, deduction, set-off, or abatement, in lawful money of the United States, to Landlord at Landlord's address for Notice or such other address as Landlord may designate in writing. 2.4.4. Late Fees. Any Rent not received by Landlord within [Number, e.g., five (5)] business days after its due date shall be subject to a late fee equal to [Percentage, e.g., five percent (5%)] of the overdue amount, plus interest at the lesser of [Percentage, e.g., twelve percent (12%)] per annum or the maximum rate permitted by Florida law.

2.5. Security Deposit. Tenant shall deposit with Landlord on the Effective Date the sum of [Dollar Amount] ($[Dollar Amount]) as a Security Deposit. The Security Deposit shall be held by Landlord without interest as security for Tenant's faithful performance of all terms and conditions of this Agreement. The Security Deposit shall not be deemed an advance payment of Rent. If Tenant defaults under this Agreement, Landlord may apply the Security Deposit, or any portion thereof, to cure such Default. Following the cure of such Default, Tenant shall immediately restore the Security Deposit to its full amount. Within thirty (30) days after the Expiration Date and vacation of the Premises, Landlord shall return the unapplied portion of the Security Deposit to Tenant, less any amounts applied for damages beyond normal wear and tear or unpaid Rent.

2.6. Utilities. Tenant shall be solely responsible for and shall promptly pay all charges for utilities serving the Premises, including but not limited to electricity, water, sewer, gas, telecommunications, and internet services. Landlord shall not be liable for any interruption or failure of utility services to the Premises.

2.7. Use of Premises. 2.7.1. Permitted Use. Tenant shall use and occupy the Premises solely for [Specific Permitted Use, e.g., retail sales of apparel, general office purposes, light manufacturing] and for no other purpose without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. 2.7.2. Compliance with Laws. Tenant, at its sole cost and expense, shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, orders, and directives, including but not limited to zoning laws, building codes, and Environmental Laws, relating to the use, occupancy, and alteration of the Premises.

2.8. Maintenance and Repairs. 2.8.1. Tenant's Obligations. Tenant, at its sole cost and expense, shall maintain the interior of the Premises in good order, condition, and repair, including all non-structural components, interior walls, floors, ceilings, doors, windows, and all Tenant Improvements and fixtures. Tenant shall also maintain and repair, or cause to be maintained and repaired, any HVAC system exclusively serving the Premises. 2.8.2. Landlord's Obligations. Landlord shall maintain and repair the structural components of the Building (e.g., roof, foundation, exterior walls, structural support columns), the exterior of the Building (excluding windows, doors, and storefronts which are Tenant's responsibility), and the Common Areas, except for damages caused by Tenant's negligence or willful misconduct. The cost of such maintenance and repairs for Common Areas shall be included in Additional Rent.

2.9. Alterations. Tenant shall not make any alterations, additions, or improvements to the Premises, structural or non-structural, without Landlord's prior written consent. All approved alterations shall be performed by licensed contractors approved by Landlord, in a good and workmanlike manner, and in compliance with all applicable laws. All such alterations shall become the property of Landlord upon installation, unless Landlord elects, in its sole discretion, to require Tenant to remove them upon termination of this Agreement and restore the Premises to its original condition.

2.10. Insurance. 2.10.1. Tenant's Insurance. Tenant, at its sole cost and expense, shall maintain during the Lease Term: (a) Commercial General Liability Insurance with a minimum combined single limit of [Dollar Amount, e.g., $1,000,000] per occurrence and [Dollar Amount, e.g., $2,000,000] in the aggregate, naming Landlord as an additional insured. (b) Property Insurance covering all of Tenant's personal property, trade fixtures, and Tenant Improvements within the Premises, on an "all-risk" or "special perils" basis for their full replacement cost. (c) Workers' Compensation Insurance as required by Florida law. (d) Such other insurance as Landlord may reasonably require from time to time. 2.10.2. Landlord's Insurance. Landlord shall maintain property insurance covering the Building (excluding Tenant's personal property, trade fixtures, and Tenant Improvements) and Commercial General Liability Insurance for the Common Areas. The cost of such insurance shall be included in Additional Rent. 2.10.3. Waiver of Subrogation. Landlord and Tenant each waive any and all rights of recovery against the other for any loss or damage to the extent such loss or damage is covered by insurance policies in force, notwithstanding the negligence or fault of either party.

2.11. Indemnification. Tenant shall indemnify, defend, and hold harmless Landlord, its agents, employees, and affiliates, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or in connection with: (a) Tenant's use or occupancy of the Premises; (b) any breach of this Agreement by Tenant; (c) any acts, omissions, or negligence of Tenant, its agents, employees, contractors, or invitees; or (d) any Hazardous Materials brought onto the Property by Tenant. Landlord shall similarly indemnify, defend, and hold harmless Tenant from and against any claims arising from Landlord's gross negligence or willful misconduct.

2.12. Assignment and Subletting. Tenant shall not assign this Agreement, sublet all or any portion of the Premises, or grant any concession or license within the Premises, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Any attempted assignment, subletting, or transfer without such consent shall be void and constitute a Default.

2.13. Quiet Enjoyment. Provided Tenant pays the Rent and performs all of its obligations under this Agreement, Landlord covenants that Tenant shall peaceably and quietly have and enjoy the Premises for the Lease Term without hindrance or interruption by Landlord or any person claiming by, through, or under Landlord, subject to the terms of this Agreement.

2.14. Landlord's Right of Entry. Landlord and its agents shall have the right to enter the Premises at reasonable times and with reasonable advance notice (except in emergencies, when no notice shall be required) to: (a) inspect the Premises; (b) make necessary repairs or alterations; (c) exhibit the Premises to prospective tenants, purchasers, or lenders during the last [Number, e.g., six (6)] months of the Lease Term; or (d) for any other reasonable business purpose.

2.15. Subordination; Non-Disturbance and Attornment. This Agreement is and shall be subordinate to any mortgage, deed of trust, or other lien now or hereafter encumbering the Property or the Building. Provided, however, that Landlord shall use commercially reasonable efforts to obtain from any future mortgagee a commercially reasonable Subordination, Non-Disturbance and Attornment Agreement ("SNDA") providing that, so long as Tenant is not in Default, Tenant's possession of the Premises will not be disturbed, and Tenant will attorn to the mortgagee or successor owner upon foreclosure.

2.16. Estoppel Certificates. Within [Number, e.g., ten (10)] business days following Landlord's request, Tenant shall execute and deliver to Landlord an estoppel certificate, in form and substance reasonably satisfactory to Landlord, certifying as to the status of this Agreement, including the Commencement Date, Expiration Date, Rent, any outstanding defaults, and other material terms.

2.17. Surrender of Premises. Upon the Expiration Date or earlier termination of this Agreement, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear, and casualty not caused by Tenant, excepted. Tenant shall remove all its personal property and trade fixtures (unless Landlord requires them to remain as provided in Section 2.9) and shall repair any damage caused by such removal. Any property not removed shall be deemed abandoned and may be disposed of by Landlord, at Tenant's expense, without liability to Tenant.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1. Events of Default by Tenant. The occurrence of any one or more of the following events shall constitute a "Default" by Tenant: 3.1.1. Failure to Pay Rent. Failure to pay any installment of Base Rent or Additional Rent when due, if such failure continues for [Number, e.g., five (5)] business days after written Notice from Landlord to Tenant. 3.1.2. Breach of Other Covenants. Failure to observe or perform any other covenant, condition, or obligation of this Agreement to be observed or performed by Tenant (other than those referred to in Section 3.1.1), if such failure continues for [Number, e.g., thirty (30)] business days after written Notice from Landlord to Tenant, provided that if such default cannot reasonably be cured within [Number, e.g., thirty (30)] business days, Tenant shall not be in Default if Tenant commences curing the default within such [Number, e.g., thirty (30)] business day period and thereafter diligently and continuously prosecutes the cure to completion. 3.1.3. Insolvency/Bankruptcy. The filing by or against Tenant of a petition in bankruptcy or insolvency, the appointment of a receiver or trustee for Tenant's assets, an assignment by Tenant for the benefit of creditors, or the dissolution or liquidation of Tenant's business, where such event is not dismissed or vacated within [Number, e.g., sixty (60)] days. 3.1.4. Abandonment. Abandonment of the Premises by Tenant.

3.2. Landlord's Remedies. Upon the occurrence of any Default by Tenant and expiration of any applicable cure period, Landlord shall have the right, in addition to any other rights or remedies available at law or in equity, to: 3.2.1. Terminate Lease. Terminate this Agreement and Tenant's right to possession of the Premises by giving written Notice to Tenant. Upon such termination, Landlord may recover from Tenant: (a) the worth at the time of award of the unpaid Rent which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the Lease. 3.2.2. Re-enter and Relet. Re-enter the Premises, with or without terminating this Agreement, and remove all persons and property therefrom. Landlord may relet the Premises, or any part thereof, for such term and upon such conditions as Landlord may deem proper. Tenant shall be liable for all costs incurred by Landlord in re-entering and reletting the Premises (including without limitation, brokerage fees, attorneys' fees, and costs of renovation) and for any deficiency between the Rent due under this Agreement and the rent received from such reletting. 3.2.3. Cure Default. Cure such Default on behalf of Tenant, and any costs incurred by Landlord in doing so shall be immediately due and payable by Tenant as Additional Rent, with interest at the maximum rate permitted by Florida law from the date of expenditure until paid. 3.2.4. Injunctive Relief. Seek injunctive relief or specific performance to enforce the terms of this Agreement.

3.3. Events of Default by Landlord. The occurrence of any of the following events shall constitute a "Default" by Landlord: 3.3.1. Breach of Covenants. Failure to observe or perform any covenant, condition, or obligation of this Agreement to be observed or performed by Landlord, if such failure continues for [Number, e.g., thirty (30)] business days after written Notice from Tenant to Landlord, provided that if such default cannot reasonably be cured within [Number, e.g., thirty (30)] business days, Landlord shall not be in Default if Landlord commences curing the default within such [Number, e.g., thirty (30)] business day period and thereafter diligently and continuously prosecutes the cure to completion.

3.4. Tenant's Remedies. Upon the occurrence of any Default by Landlord and expiration of any applicable cure period, Tenant shall have the right, in addition to any other rights or remedies available at law or in equity, to: 3.4.1. Injunctive Relief/Specific Performance. Seek injunctive relief or specific performance to enforce the terms of this Agreement. 3.4.2. Damages. Pursue an action for damages directly caused by Landlord's breach, provided that under no circumstances shall Landlord be liable for any indirect, consequential, special, or punitive damages. 3.4.3. Self-Help (Limited). If Landlord fails to perform a specific repair or maintenance obligation (expressly Landlord's responsibility) that materially affects the habitability or safe operation of the Premises after due Notice and cure period, Tenant may perform such repair and deduct the reasonable cost thereof from future Rent, provided that Tenant first gives Landlord a second Notice specifying Tenant's intent to perform such repair and deduct costs, and Landlord still fails to perform within [Number, e.g., five (5)] business days after such second Notice. This right of self-help is strictly limited to emergency repairs critical to the operation of Tenant's business or safety.

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4. BOILERPLATE LEGAL PROVISIONS

4.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions shall remain in full force and effect.

4.2. Entire Agreement. This Agreement, including all exhibits attached hereto, constitutes the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and discussions, whether oral or written, between the parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Landlord and Tenant.

4.3. Force Majeure. Neither Landlord nor Tenant shall be deemed in Default hereunder or liable for any cessation, interruption, or delay in the performance of its obligations (other than obligations to pay Rent or other monetary sums due hereunder) due to a Force Majeure Event. The party experiencing the Force Majeure Event shall provide prompt Notice to the other party and shall use reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable.

4.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

4.5. Dispute Resolution. 4.5.1. Mediation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation. If the dispute is not resolved within [Number, e.g., thirty (30)] days of one party's written request for negotiation, the parties agree to participate in non-binding mediation with a mutually agreed-upon mediator in [County Name] County, Florida. The costs of mediation shall be shared equally by the parties. 4.5.2. Litigation. If mediation fails to resolve the dispute, or if either party fails to participate in mediation, either party may initiate litigation in the state or federal courts located in [County Name] County, Florida. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts.

4.6. Notices. All notices, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by reputable overnight courier service; or (c) deposited in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to the parties at their respective addresses set forth above or to such other address as a party may designate by written Notice to the other.

4.7. Waiver. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any other breach or of any subsequent breach of the same or any other provision. Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision.

4.8. Attorneys' Fees. In the event of any litigation, arbitration, or other legal proceeding arising from or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees and costs (including expert witness fees and costs of appeal) incurred in connection with such proceeding.

4.9. Time of Essence. Time is of the essence for each and every provision of this Agreement.

4.10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors, and permitted assigns.

4.11. Confidentiality. Each party agrees to keep confidential the terms and conditions of this Agreement, except as required by law or as necessary for financial reporting, legal compliance, or to enforce its rights hereunder, provided that such disclosures are made under reasonable obligations of confidentiality.

4.12. Brokerage. Landlord and Tenant each represent and warrant to the other that they have not dealt with any broker, agent, or finder in connection with this Agreement other than [Broker Name(s) for Landlord, if any] for Landlord and [Broker Name(s) for Tenant, if any] for Tenant (collectively, the "Brokers"). Each party agrees to indemnify and hold the other harmless from any claims for commissions or fees by any other broker, agent, or finder claiming to have dealt with the indemnifying party. Landlord shall pay any commission due to the Brokers pursuant to separate written agreements.

4.13. Exhibits. The following exhibits are attached hereto and incorporated herein by reference: * Exhibit A: Legal Description of Property * Exhibit B: Outline of Premises

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Commercial Lease Agreement as of the Effective Date first above written.

LANDLORD:

[Landlord's Full Legal Name, e.g., ABC Properties LLC] a [State of Organization] [Type of Entity]

By: _______________________________ Name: [Signatory Name] Title: [Signatory Title] Date: [Date of Signature]

TENANT:

[Tenant's Full Legal Name, e.g., XYZ Retail Inc.] a [State of Organization] [Type of Entity]

By: _______________________________ Name: [Signatory Name] Title: [Signatory Title] Date: [Date of Signature]

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WITNESSES (OPTIONAL - FOR LANDLORD):

Witness 1: _________________________ Print Name: [Witness 1 Printed Name]

Witness 2: _________________________ Print Name: [Witness 2 Printed Name]

WITNESSES (OPTIONAL - FOR TENANT):

Witness 1: _________________________ Print Name: [Witness 1 Printed Name]

Witness 2: _________________________ Print Name: [Witness 2 Printed Name]

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

[Insert Full Legal Description of the entire Property, as recorded in Florida public records]

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EXHIBIT B

OUTLINE OF PREMISES

[Insert or attach a diagram or floor plan clearly outlining the Premises within the Building, e.g., "See attached Floor Plan for Building at 123 Main Street, Anytown, FL 33XXX, highlighting Suite 100 in red."]