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Build-Operate-Transfer (BOT) Framework with Lease-to-Own Setup

1. Parties Involved:

  • Lot Owner: Provides the land for development under a BOT arrangement.

  • Accredited Investors: Supply and finance the PreFab units, building materials, and construction services.

  • Hotel/Resort Operator: Operates and manages the commercial establishment, receiving a commission on revenues.

  • iMIC Synergy: Acts as a platform to facilitate the collaboration and maintain compliance with the agreed-upon terms.

2. BOT Overview:

  • The BOT Agreement allows the Accredited Investors to finance and build the PreFab units on the land provided by the Lot Owner.

  • The Lot Owner enters into a lease-to-own arrangement for the PreFab units, paying the Accredited Investors over a [3-5 year] period.

  • Hotel/Resort Operator runs the establishment, ensuring steady revenue streams, and takes a 10-15% commission on the gross revenue.

  • Once the lease-to-own payment is fully settled, ownership of the PreFab units is transferred to the Lot Owner. Failure to comply with payment terms allows the Accredited Investors to reclaim the units.

3. Key Benefits of the BOT Framework:

  • Lot Owner: Gains ownership of PreFab units after the payment term and benefits from a functioning commercial property without heavy upfront capital.

  • Accredited Investors: Recoup their investment over time, while retaining the right to reclaim units if the Lot Owner defaults.

  • Hotel/Resort Operator: Profits from managing the operations through revenue-sharing agreements, without capital investment in the PreFab structures.

4. Financial Structure:

  • Initial Financing: The cost of the PreFab units, construction, and any associated services are covered by the Accredited Investors.

  • Lease-to-Own Agreement: The Lot Owner makes monthly payments to the Accredited Investors over a [3-5 year] period, corresponding to the total value of the PreFab units.

  • Revenue Sharing: The Hotel/Resort Operator collects [10-15%] of the gross revenue, while the Lot Owner retains the remaining revenue for operational costs, staffing, and monthly payments to the Accredited Investors.

5. Risk Management:

  • Default Clause: If the Lot Owner defaults on payments, the Accredited Investors can reclaim the PreFab units. Ownership transfer only occurs once the full lease-to-own payment is completed.

  • Operational Stability: The Hotel/Resort Operator ensures the property's profitability, aligning incentives with the Lot Owner and Accredited Investors.

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Other Framework Consideration

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1. Objectives:

  • Develop a Resort/Hotel on the Landowner’s Property through the use of PreFab house units, contributed expertise, and building materials from accredited investors.

  • Market and Evaluate ROI of the property development based on tourism demand and revenue potential.

  • Provide the Landowner with a Lease-to-Own Option for the PreFab units over a 3-5 year period, ensuring ownership flexibility.

  • Ensure Equitable Sharing of Revenue between the hotel operator, landowner, and accredited investors.

2. Structure of Collaboration:

a. Development Contributions:

  • Landowner: Contributes the land for development and oversees manpower and maintenance.

  • Accredited Investors: Supply PreFab house units, construction materials, and professional services (architecture, project management, etc.).

  • Hotel Operator: Assumes operational responsibilities, marketing, and booking management.

b. Lease-to-Own Agreement for PreFab Units:

  • The landowner enters into a lease-to-own contract for PreFab units.

  • Lease terms: 3-5 years with fixed monthly payments.

  • Ownership transfer occurs once the lease is fully paid. Failure to meet payments gives investors the right to reclaim PreFab units unless fully paid.

c. Hotel Operation and Revenue Distribution:

  • Hotel Operator receives 10-15% commission on total revenue generated by the resort.

  • The landowner retains remaining revenue but must pay fixed monthly payments to accredited investors to cover the lease-to-own cost.

  • Hotel operator ensures smooth management, marketing, and booking flow.

3. Financial and ROI Evaluation:

a. Market Evaluation:

  • Demand Analysis for the resort/hotel based on its location, tourist attraction potential, and nearby competition.

  • Revenue Projections: Conservative, moderate, and optimistic scenarios for revenue generation.

  • Break-even Point: Estimation of when the project becomes profitable for each party.

b. Financial Structure:

  • Cost Allocation for development: PreFab units, construction, and building materials, factored into the lease-to-own model.

  • Fixed Monthly Payments by the landowner should cover the full value of the PreFab units over the lease period.

  • Revenue Distribution: Clear allocation of revenue between landowner, investors, and operator.

4.  Other Risk Management:

a. Default Clause:

  • In case the landowner fails to meet payment obligations, accredited investors retain the right to reclaim PreFab units.

  • Clear steps outlined for repossessing the units if the agreement is breached.

b. Market Fluctuation Protection:

  • Contracts can include provisions for adjusting payment terms based on market conditions or revenue performance.

5. Legal and Operational Framework:

a. Legal Agreement:

  • All parties (landowner, accredited investors, hotel operator) sign a legally binding contract covering all terms: lease-to-own, revenue sharing, and operational management.

b. Governance and Reporting:

  • Clear guidelines for reporting, operational oversight, and financial accountability.

  • Regular performance reviews between landowner, investors, and hotel operator to ensure smooth collaboration and profitability.

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This framework ensures clear roles and financial distribution, offering the landowner flexibility to own the PreFab units while ensuring accredited investors and the hotel operator receive their share of profits and a stable return on their investment.

BO AGREEMENT

( Lease to One for PreFab  Units) Template 1 

This Agreement is made and entered into this [__] day of [Month], [Year], in the City of [City], Philippines, by and between:

1. [Name of Lot Owner], of legal age, Filipino, with residence at [Address], hereinafter referred to as the "LOT OWNER";

2. [Name of Accredited Investor or Company], a corporation duly organized and existing under the laws of the Philippines, with principal office at [Company Address], represented herein by its [Position], [Name of Representative], hereinafter referred to as the "ACCREDITED INVESTOR";

3. [Name of Hotel/Resort/Commercial Operator], a corporation duly organized and existing under the laws of the Philippines, with principal office at [Company Address], represented herein by its [Position], [Name of Representative], hereinafter referred to as the "OPERATOR";

Collectively referred to as the "PARTIES".

RECITALS

WHEREAS, the LOT OWNER owns a property situated at [Location of Property] with an area of [Square Meters] (the "PROPERTY");

WHEREAS, the ACCREDITED INVESTOR will supply PreFab units and construction materials for the development of the PROPERTY under a lease-to-own arrangement to be used for the operation of a hotel/resort/commercial establishment;

WHEREAS, the OPERATOR will manage the operations of the hotel/resort/commercial establishment and will receive a commission on revenue for its services;

WHEREAS, the LOT OWNER wishes to enter into a lease-to-own agreement with the ACCREDITED INVESTOR for the PreFab units built on the PROPERTY, and in the event of non-compliance with the terms of payment, the ACCREDITED INVESTOR reserves the right to remove the PreFab units from the PROPERTY;

NOW, THEREFORE, in consideration of the foregoing premises, the PARTIES hereby agree as follows:

TERMS AND CONDITIONS

1. Scope of the Agreement

1.1 The ACCREDITED INVESTOR agrees to supply and install [number] PreFab units on the PROPERTY, with the total cost of Php [Amount] (the "PreFab Cost") under the lease-to-own arrangement.

1.2 The OPERATOR agrees to manage the hotel/resort/commercial operations on the PROPERTY, receiving a commission of [10%-15%] on gross revenue generated by the establishment.

1.3 The LOT OWNER agrees to maintain the PROPERTY and provide manpower, while receiving the remaining revenue after the OPERATOR's commission and paying the agreed fixed monthly installments to the ACCREDITED INVESTOR for the PreFab units.

2. Lease-to-Own Agreement

2.1 The total cost of the PreFab units (Php [Amount]) will be paid by the LOT OWNER in monthly installments of Php [Amount] over a period of [3-5 years].

2.2 Title and ownership of the PreFab units will remain with the ACCREDITED INVESTOR until the lease-to-own payments are fully settled by the LOT OWNER.

2.3 Upon full payment, the ACCREDITED INVESTOR shall issue a Deed of Sale transferring ownership of the PreFab units to the LOT OWNER.

3. Default and Repossession

3.1 In the event that the LOT OWNER fails to make payment as per the agreed schedule for [number of months] without just cause, the ACCREDITED INVESTOR has the right to terminate the lease-to-own agreement.

3.2 Upon termination of the agreement due to default, the ACCREDITED INVESTOR may, with prior written notice, remove and repossess the PreFab units from the PROPERTY without need of judicial action or court approval.

3.3 The LOT OWNER agrees to provide access to the PROPERTY for the removal of the PreFab units, and any costs related to the repossession will be shouldered by the LOT OWNER.

4. Revenue Sharing and Management

4.1 The OPERATOR will manage the day-to-day operations of the hotel/resort/commercial establishment and is entitled to receive a commission of [10%-15%] on gross revenue generated.

4.2 The remaining revenue will be given to the LOT OWNER, who will use a portion of the income to pay the fixed monthly installments to the ACCREDITED INVESTOR.

4.3 The OPERATOR will submit regular reports detailing revenue and commissions to both the LOT OWNER and the ACCREDITED INVESTOR.

5. Termination of Agreement

5.1 This Agreement may be terminated by mutual consent of all PARTIES, provided that any outstanding payments or obligations are fully settled.

5.2 In the event of termination, all property and equipment shall revert to the respective owners unless otherwise agreed upon in writing.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

SIGNATURES AND CONFORME

IN WITNESS WHEREOF, the PARTIES hereto have set their hands on this [__] day of [Month], [Year], in [City], Philippines.

FOR THE LOT OWNER:

[Name of Lot Owner]
Date: ______________________

FOR THE ACCREDITED INVESTOR:

[Name of Authorized Representative]
[Title, Accredited Investor]
Date: ______________________

FOR THE OPERATOR:

[Name of Authorized Representative]
[Title, Operator]
Date: ______________________

NOTARIZATION

SUBSCRIBED AND SWORN TO before me this [__] day of [Month], [Year] at [City], Philippines, by the following persons, each of whom exhibited to me their competent evidence of identity:

  • [Lot Owner] – [Government-issued ID, No.]

  • [Accredited Investor Representative] – [Government-issued ID, No.]

  • [Operator Representative] – [Government-issued ID, No.]

NOTARY PUBLIC

Doc. No. ______;
Page No. ______;
Book No. ______;
Series of [Year].

This template ensures that the rights and responsibilities of each party are clearly outlined, including the consequences of default, and provides for notarization under Philippine law to make the agreement binding.

BOT Agreement Template 2

BUILD-OPERATE-TRANSFER AGREEMENT

With Lease-to-Own for PreFab Units

This Agreement is made and entered into this [__] day of [Month], [Year], in [City], Philippines, by and between:

1. [Name of Lot Owner], of legal age, Filipino, with residence at [Address], hereinafter referred to as the "LOT OWNER";

2. [Name of Accredited Investor or Company], a corporation duly organized and existing under the laws of the Philippines, with principal office at [Company Address], represented by [Name of Representative], hereinafter referred to as the "ACCREDITED INVESTOR";

3. [Name of Hotel/Resort Operator], a corporation duly organized and existing under the laws of the Philippines, with principal office at [Company Address], represented by [Name of Representative], hereinafter referred to as the "OPERATOR";

Hereinafter collectively referred to as the "PARTIES".

RECITALS

WHEREAS, the LOT OWNER owns the land located at [Location], which will be developed into a hotel/resort/commercial establishment under a Build-Operate-Transfer (BOT) arrangement;

WHEREAS, the ACCREDITED INVESTOR will finance, supply, and install [number] PreFab units on the property under a lease-to-own arrangement;

WHEREAS, the OPERATOR will manage and operate the establishment, sharing revenue generated from the business;

WHEREAS, the LOT OWNER agrees to enter into a lease-to-own agreement for the PreFab units with the ACCREDITED INVESTOR, and upon full payment, ownership of the PreFab units will transfer to the LOT OWNER;

WHEREAS, in the event of non-compliance with the payment terms, the ACCREDITED INVESTOR reserves the right to remove the PreFab units from the property.

NOW, THEREFORE, the PARTIES agree as follows:

TERMS AND CONDITIONS

1. Scope of the Agreement

1.1 The ACCREDITED INVESTOR shall finance, supply, and install [number] PreFab units on the property owned by the LOT OWNER.

1.2 The LOT OWNER shall make monthly payments to the ACCREDITED INVESTOR for a total amount of Php [Amount] over a period of [3-5 years], according to the lease-to-own arrangement.

1.3 The OPERATOR shall manage the day-to-day operations of the property and shall receive a [10%-15%] commission on gross revenue generated from the hotel/resort/commercial establishment.

2. Lease-to-Own Agreement

2.1 The LOT OWNER agrees to make monthly payments of Php [Amount] to the ACCREDITED INVESTOR for the PreFab units over a period of [3-5 years].

2.2 Ownership transfer of the PreFab units shall occur upon full payment of the lease-to-own amount.

2.3 In case of default, the ACCREDITED INVESTOR has the right to terminate the lease-to-own agreement and remove the PreFab units from the property.

3. Revenue Sharing and Operational Management

3.1 The OPERATOR shall be responsible for the operational management of the establishment and shall receive a commission of [10%-15%] of the gross revenue.

3.2 The remaining revenue after commission shall be allocated to the LOT OWNER, who will use part of the income to pay the ACCREDITED INVESTOR for the PreFab units under the lease-to-own agreement.

3.3 The OPERATOR shall submit regular reports to the LOT OWNER and ACCREDITED INVESTOR on financial performance and revenue.

4. Default and Repossession

4.1 Should the LOT OWNER fail to comply with the payment terms for [number] consecutive months, the ACCREDITED INVESTOR may terminate the lease-to-own arrangement.

4.2 Upon termination, the ACCREDITED INVESTOR has the right to repossess the PreFab units without judicial intervention.

4.3 All costs related to the removal of the PreFab units shall be borne by the LOT OWNER.

5. Duration and Termination

5.1 This Agreement shall be valid for the duration of [number] years or until all terms have been fully complied with.

5.2 This Agreement may be terminated by mutual consent of all PARTIES, provided that all obligations are met.

6. Governing Law

This Agreement shall be governed by the laws of the Republic of the Philippines.

SIGNATURES AND CONFORME

IN WITNESS WHEREOF, the PARTIES have set their hands on this [__] day of [Month], [Year], in [City], Philippines.

FOR THE LOT OWNER:

[Name of Lot Owner]
Date: _______________________

FOR THE ACCREDITED INVESTOR:

[Name of Representative]
[Title, Accredited Investor]
Date: _______________________

FOR THE OPERATOR:

[Name of Representative]
[Title, Operator]
Date: _______________________

NOTARIZATION

SUBSCRIBED AND SWORN TO before me this [__] day of [Month], [Year], at [City], Philippines, by the above parties, each having presented competent evidence of identity:

  • Lot Owner: [ID No.]

  • Accredited Investor Representative: [ID No.]

  • Operator Representative: [ID No.]

NOTARY PUBLIC
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of [Year].

This BOT Agreement includes key financial terms, roles, and responsibilities, protecting all parties under Philippine law. The notarization ensures it is legally binding, and the default clause provides security for the investors.

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