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Florida Commercial Lease Agreements: A Practical, Miami-Dade–Focused Guide for Tenants and Landlords

Start with the LOI (Letter of Intent)—But Treat It Like a Contract

• Premises size (usable vs. rentable) and a floor plan exhibit
• Base rent by period, increases, and whether the lease is gross, modified gross, or NNN
• Operating expenses/CAM pass-through and any cap on controllable costs
• Tenant improvement (TI) allowance, who manages construction, and delivery condition (white box, second-gen, shell)
• Free rent or rent abatement, and when it starts (permit issuance? delivery? opening?)
• Target delivery date, outside date, and remedies if the space or permits are delayed
• Parking allocation (count, exclusive vs. common, validated or employee areas)
• Options to renew, expansion rights, and first right of refusal of adjacent space
• Assignment/sublease flexibility and personal guaranty terms at a high level
• Exclusive-use rights (retail), co-tenancy (anchor stays open), and radius restrictions
• Signage rights (facade, monument, pylon, window, and building directory)

Understand Your Rent Structure: Gross vs. NNN (and What’s Inside “CAM”)

• What’s in/out of CAM: Exclude landlord capital improvements (unless they reduce operating costs and are amortized fairly), landlord legal fees unrelated to building operation, and costs benefiting only other tenants.
• Caps: Annual caps on controllable CAM (e.g., 4–7% compounding) with clear carve-outs for utilities, insurance, and taxes.
• Audit Rights: Right to inspect the books annually and recover overcharges plus interest/fees if variance exceeds a set threshold.
• Pro Rata Share: Tie it to a fixed denominator (the building’s leasable area), not “occupied at any time.”

TI Allowance, Delivery Condition, and Build-Out: Where Schedules Live or Die

• Delivery Condition: Shell vs. white box; utility stubs, restroom count, grease trap for restaurants, rooftop HVAC tonnage, and power amperage. Attach a work letter.
• TI Allowance: Amount, disbursement milestones (e.g., rough-in, inspections, completion), lien releases, and punch list. If TI is turnkey by landlord, fix specs and materials in exhibits to avoid “value-engineering” surprises.
• Outside Date & Walk-Away: If permits, delivery, or base building work slip past an outside date, tenant can terminate with deposit/fees returned.
• Rent Commencement: Start after the earliest of (i) certificate of occupancy/approval for tenant’s work, (ii) a fixed number of days after delivery, or (iii) opening to the public—whichever is later for tenants and earlier for landlords (negotiate!).
• Force Majeure & Inspections: Add relief for AHJ delays not caused by the tenant, and define when re-inspection fees shift to landlord.

Personal Guaranties: Limit, Burn Off, or Use “Good-Guy” Concepts

• Cap & Burn-Off: Dollar cap and automatic reduction after X on-time months or when revenue/EBITDA targets are met.
• Good-Guy-Style Terms: If tenant leaves the space broom-clean with notice and pays through a surrender date, guaranty ends (Florida doesn’t label these “good-guy” by default—build the concept into your lease).
• Limited Guaranty: Guaranty only base rent, or only unamortized TI/free rent, not full remaining term.

Assignment & Subleasing: Your Exit Valve

• Reasonable Consent Standard: Landlord cannot unreasonably withhold, condition, or delay consent.
• No Profit-Grab (or limited): Landlord share of sublease profits should allow tenant to recoup marketing, downtime, and improvement costs first.
• Permitted Transfers: Allow transfers to affiliates, in corporate reorganizations, or on sale of substantially all assets without consent, subject to net worth and operation continuity.
• Release of Guarantor: If a stronger successor takes over, guarantor should be released.

Use Clause, Exclusives, Co-Tenancy, and Hours (Retail & Restaurant)

• Use Clause: Broad enough to let you add ancillary services (events, delivery, classes) and future product lines.
• Exclusive Use: Landlord won’t lease to competitors selling your core categories within the center. Include cure rights and rent remedies if breached.
• Co-Tenancy: If an anchor closes or center occupancy drops below a threshold, rent goes to reduced “alternate rent” until the condition is cured or you can terminate after a cure period.
• Hours & “Go-Dark”: Restaurants and retailers should negotiate minimum hours that match staffing reality; allow temporary “go-dark” for renovations or force majeure.

Operating Rules That Affect Daily Cash Flow

• Utilities & HVAC: Sub-metering vs. allocations; who replaces rooftop units; preventative maintenance contracts; after-hours HVAC rates.
• Trash/Grease: Location, frequency, shared-cost formula, and compliance with local FOG (fats, oils, grease) rules.
• Janitorial: Office leases often include base janitorial—define scope and quality standards or take it in-house.
• Security & Access: Cameras, guards, loading dock hours, and after-hours access protocols.
• Signage: Landlord and municipal approvals, design standards, monument/pylon spots, and digital menu board or blade sign rights where allowed.

Insurance, Indemnity, and Risk Transfer (Keep It Balanced)

• Policies: Commercial general liability, property/business interruption, and worker’s comp at market limits. Confirm who insures plate glass and betterments/improvements.
• Additional Insured & Waiver of Subrogation: Typically mutual, primary and non-contributory—mirror each other.
• Indemnity: Proportionate to fault. Avoid making tenant indemnify landlord for landlord’s negligence.
• Casualty & Condemnation: If damage exceeds a defined threshold or restoration drags beyond X days, rent abates and either party can terminate. In hurricane season, define when temporary closures trigger abatement.

Default, Remedies, Late Fees, and Cure Periods

• Notice & Cure: Monetary defaults (10 days) and non-monetary (15–30 days plus reasonable extension if cure is ongoing).
• Late Fees & Interest: Reasonable caps; no stacking of default interest on top of late fees.
• Self-Help: Narrow landlord self-help rights and require notice except for emergencies.
• Landlord Liens: Florida landlords sometimes claim statutory liens on tenant property—limit or waive where possible, especially if you finance equipment.
• Estoppel Certificates: Landlord can request reasonable estoppels; tenant shouldn’t be forced to certify facts they can’t verify.

Office & Medical: HIPAA, After-Hours, and Specialty Build-Out

• Medical: Sound attenuation, additional HVAC for suites, medical gas, shielding (imaging), bio-waste handling, and HIPAA-compliant shared areas.
• Office: Data risers, after-hours HVAC rates, generator rights, and roof space for antennas if needed.
• Parking: Validations, reserved stalls for physicians or executives, and ADA compliance responsibilities.

Industrial & Flex: The Nuts and Bolts

• Loading: Dock high vs. grade, door count and dimensions, turning radii, and dedicated truck courts.
• Floor Loads & Racking: Slab load ratings, racking anchorage, and landlord sign-off.
• HazMat: Disclosure, storage rules, spill response, and clear allocation of compliance duties.
• Yard & Fencing: Outdoor storage rights, screening requirements, and lighting standards.
• Power: Three-phase availability and upgrade cost allocation.

Florida-Specific Money Matters (Plan for Them)

• Sales/Use Taxes on Commercial Rent: Florida imposes a state-level tax (plus potential local surtax) on commercial rent. Your lease should state who pays, how it’s calculated, and that changes in law adjust payments.
• Build-Out Permitting: Expect plan review cycles and inspections to affect schedules; tie rent commencement to approvals, not just “first delivery.”
• Hurricane Prep: Set pre-storm board-up responsibilities, debris removal, and post-storm access protocols.

Documents You’ll Trade at Signing and After

• Lease with exhibits (plans, rules, work letter, signage, parking, guaranty)
• SNDA (Subordination, Non-Disturbance & Attornment) so a lender won’t evict a performing tenant after foreclosure
• Estoppel templates and financial statements (redact sensitive data when possible)
• Certificates of Insurance with endorsements, and proof of business registration
• For restaurants: health and food permits checklist; for medical: licensure and bio-waste vendor agreements.

Five Costly Pitfalls (and How to Avoid Them)

• Undefined CAM: A short, vague clause becomes a blank check. List inclusions/exclusions and set a cap on controllable CAM.
• Rent Start Before You Can Open: Tie rent commencement to approvals and realistic FI (fixturization) periods.
• Open-Ended Guaranties: Negotiate caps and burn-offs so your personal assets aren’t indefinitely exposed.
• Rigid Use Clause: Build in flexibility for future products/services, events, and technology.
• No Exit Valve: Without reasonable assignment/sublease rights and SNDA protection, a pivot or sale of your business gets much harder.

What to Bring to Your Lease Review with Us

• The latest LOI, draft lease, and landlord rules & regs
• Space plans and any base-building specs or “as-is” disclosures
• A plain-English list of your business needs: opening date, must-have signage, utility load, hours, parking, growth plans
• If you’re a landlord: your form lease, CAM history, and lender requirements so we can streamline edits

How Our Firm Helps (Tenants and Landlords)

• Convert LOIs into strong leases with clean exhibits and timelines
• Calibrate rent commencement, free rent, and TI to real permitting and construction schedules
• Cap CAM, define exclusions, and add audit rights
• Negotiate exclusives, co-tenancy, signage, and parking that attract customers and talent
• Limit guaranties (caps, burn-offs, good-guy concepts) and build exit flexibility (assignment/sublease)
• Coordinate SNDAs/estoppels with lenders and finalize insurance/indemnity that actually aligns with risk
• Build landlord templates that close faster and reduce default disputes

Let’s Talk