hak sewa deed.md

Hak Sewa — base deed

d0.1 · draft for counsel and PPAT · assembled from Land Rights Agreement v0.4.3 under the rule in holder protocol

Status. This is the operative text, written to be marked up by an Indonesian notary and counsel. Where the framework reasons, this deed instructs. Nothing here is legal advice, and no version of this text is executed while any item in open questions stands open against the clause being executed.

Three markers run through the text and each carries a different instruction to the reader:

marker	meaning	what counsel does with it
▲	the clause implements a decision D1–D12 already taken in the holder protocol	confirm the drafting expresses the decision; the decision itself is settled
⚠	a known constraint of Indonesian law	verify against current regulation and the actual title before execution
○	a value or construction deferred — the release gate holds an open item against it	the clause cannot be closed until that item is answered

Every figure in this deed is listed in Schedule 1 with its source and status. A figure carried from a decision is settled; a figure proposed here is a proposal and is marked as one.

Part 0. Conditions of execution

0.1 Bilingual execution. ⚠ This deed is executed in Bahasa Indonesia and English in parallel columns, the Indonesian column drafted alongside the English rather than translated after it. UU 24/2009 requires an agreement involving an Indonesian party to be executed in Bahasa Indonesia, and English-only instruments have been annulled. The Indonesian text prevails on discrepancy.

0.2 Notarial form. Executed as an akta sewa before a notary and PPAT. A privately signed instrument is unusable for any later BPN procedure.

0.3 Anti-nominee. ⚠ Each party represents that no part of this arrangement is a perjanjian pinjam nama. A nominee arrangement offends the Basic Agrarian Law and Article 1320 KUHPerdata and is void. Nothing in this deed simulates freehold for a foreign party, and the Holder receives no share or share-like economics in exchange for the Plot outside a separately reviewed instrument.

0.4 Title condition. ⚠ This deed is executed only where the Plot sits on a certificated HGB parcel listed in Annex A and a PKKPR covering the intended use subsists for that parcel. Parcels recorded as Pipil, held on agreement, or awaiting certification are outside this deed until converted.

0.5 Signing authority. The Director signs under Articles of Association Pasal 12(2)(c), within KBLI 68111 and 68200, without prior approval. Payment dates in this deed accommodate the separate maker and authorizer roles required by shareholders agreement Article 6.

Part 1. Parties, Plot and definitions

1.1 Landowner: PT CYBER VALLEY ESTATE, PT PMA, domiciled in Gesing, Banjar, Buleleng, Bali, holder of the titles listed in Annex A, NIB [___].

1.2 Holder: [___], classified at signing as Foreign Holder or Indonesian Holder. No residency test applies to the grant.

1.3 The Plot: described in Annex B by physical marks (patok), adjoining owners by name, and GPS/UTM coordinates, with the peta bidang annexed and initialled. Indicative area ±[___] m².

1.4 The Title: HGB certificate No. [], granted [], expiring [], remaining term at signing [] years, recited as a date.

1.5 Defined terms carry the meanings given in §1 of the framework: Estate, Improvements, Design Code, Community Rules, Index Annex, Register, Estate Certificate, Guarantee Fund, Community Council, Licence Event.

Part 2. The grant

2.1 Grant. The Landowner grants the Holder the right to use and occupy the Plot for [residential / mixed] purposes for the Term.

2.2 Term. ▲ The Term is the lesser of 25 years and the remaining term of the Title at signing, less a buffer of 12 months for the extension procedure — matching the filing deadline 15.6 sets for the Landowner, so the buffer costs the Holder no more term than the procedure it covers actually needs. It is stated in the recitals as a date.

2.2.1 Automatic extension. On a perpanjangan of the Title, this deed extends by the lesser of 20 years — PP 18/2021 Pasal 37(1) sets that as the statutory ceiling for an extension, regardless of remaining term — and the new remaining term less the same buffer, without further consideration beyond the price formula in Annex E and without renegotiation. A pembaruan is a discretionary priority under Pasal 37(4), not an automatic right; where the Landowner obtains one, this clause is renegotiated fresh at that point and does not extend automatically.

2.2.2 Extension covenant. ▲ The Landowner applies for extension and, where extension is exhausted, for renewal of each Title within the windows PP 18/2021 Pasal 41 allows, pursues each application diligently at its own cost, and reports progress in the Register. The outcome is not warranted: after the extension cycle the land returns to the State and the former holder holds a priority on stated conditions under Pasal 37(4), not a right. The recitals state for the Plot the date to which the Term is certain and the date to which it depends on renewal.

2.2.3 ⚠ The buffer in 2.2 makes the opposite true by construction: the Term can never reach 25 + 25 years, and never outruns the Title. On a Title granted in 2022 (30-year HGB, expiring 2052), signing in 2026 leaves 26 years less the 12-month buffer — Term 1 = 25 years, to 2051. Extending the Title to 2072 leaves 21 years at that point less the buffer — Term 2 = 20 years, to 2071, a year inside the Title. The true, undisclosed effect: the second Term is shorter than the first — 20 years, not 25 — because 2.2.1 caps a perpanjangan at the statutory 20-year ceiling, a separate limit from the 25-year cap governing Term 1; the buffer trims a further few months off either Term but is not what drives the gap. "25 + 25" is not a figure the deed can deliver on any parcel; the real number depends on the grant date of each Title and is computed per certificate. Counsel confirms the arithmetic against each certificate before execution.

2.3 Nature of the right. ▲ ⚠ Hak sewa is a contractual right under Indonesian civil law. It is not registered at BPN, does not appear on the certificate, and is stated in the recitals in those words. No marketing material describes this instrument as a registered lease.

2.3.1 What stands in place of registration. The Holder receives, and the Landowner grants:

this notarial deed and an entry in the Register under 4.8;
the negative pledge and non-disturbance regime under 15.2 and 15.3;
the covenant that any transferee of the Estate takes subject to this deed;
the Estate Certificate on demand under 4.6, on which a prospective assignee may rely;
the Hak Pakai option under Part 12.1, which is a commitment of the Landowner and changes only through this deed.

2.4 Quiet enjoyment. The Landowner covenants positively that the Holder shall hold and enjoy the Plot without interruption by the Landowner or any person claiming through it.

Part 3. Consideration

3.1 Form. The Holder takes the Plot under one of three forms:

form	at signing	thereafter
upfront	100% of the Plot price	nothing beyond the area revenue charge, service charge and taxes
scheduled	30% minimum deposit of the elected price	equal instalments over 1 or 5 years, no interest, under 3.2
rent	none	annual rent under a separate written agreement between the Landowner and the specific Holder; where elected, Annex E governs the rent in full and this Part applies only to the extent the rent agreement adopts it

The rent form carries no path to any of the rights, titles or upgrade tracks elsewhere in this deed; it is occupation for the agreed term only, and is offered where the Landowner elects to let rather than sell a Plot — a Holder not yet eligible for 12.1.2, or occupation by season or by event, or a Plot the Landowner is not yet ready to sell.

3.2 Instalments. ▲ On the scheduled form the Holder pays a deposit of at least 30% of the Plot price at signing and clears the balance in equal instalments over the elected period, with no interest and no deferral fee. Two periods are offered: 1 (one) year at the upfront price, and 5 (five) years at 115% of the upfront price, the deposit being computed on the price of the elected form. Nothing else is added: the balance carries no rate and no index — Annex E governs indexed rent only, never this balance. An instalment unpaid 30 (thirty) days after its due date, and not cured within a further 14 (fourteen) days of written notice, entitles the Landowner to terminate; on termination the deposit and every instalment paid are retained, and the Plot returns to the Landowner free of the Holder's interest.

3.3 Denomination. ▲ Where consideration is indexed, the obligation is denominated in the century index. What is fixed at signing is the set of quantities qᵢ and the floor — not the amount of any future invoice. R(t) tracks the basket uncapped, subject only to the floor. The Index Annex carries weights, t₀ prices, quantities, fix sources with fallbacks, floor and one worked invoice, and prevails over prose.

3.3.1 Recomputation. The Holder may recompute any invoice from public sources within 30 days, and the recomputation prevails.

3.3.2 Settlement. In IDR at JISDOR on the invoice date, per UU 7/2011. Any other unit appearing in estate or marketplace systems is a unit of account.

3.3.3 Divergence. Where an on-chain fix diverges from the annex computation, the annex computation prevails.

3.4 Early redemption. ▲ A Holder on the scheduled form may at any time pay the remainder under the formula and stand as a Holder on the upfront form.

3.5 Guarantee Fund. ▲ 5% of the consideration received on every grant, assignment or upgrade of a Plot enters the Guarantee Fund, before any other application of that money and ahead of the operating budget. The Fund is held on a separate Company account, ring-fenced from operating money, denominated in the century index under Annex E, and its balance is published in the Register and stated in the Estate Certificate. It secures the payments named in 16.4.

The Fund is whatever has accumulated less payments properly made out of it: there is no target level and no obligation on the Landowner to top it up from other money. Money leaves the Fund only to pay a Holder a sum due, on the maker and authorizer mandate under shareholders agreement Article 6, within 30 days of a supported claim or 10 days of an arbitral award. No commissioner approval is needed to pay a Holder; approval is needed to take money out for anything else, and the only permitted other use is a return of surplus.

○ The Fund is the Company's own asset and is not insolvency-remote: on insolvency the Holder ranks as an unsecured creditor. This is disclosed in these words, and no marketing material describes the Fund as a bank guarantee, escrow or insurance. Where a Holder is also a shareholder of the Landowner, he takes no part in any decision concerning his own claim on the Fund.

3.6 Renewal price. ▲ On renewal under 2.2.1 the price is L(T) = L₀ · I(T)/I(t₀) under the Index Annex. ⚠ The formula is arithmetic and complete; a renewal clause pointing at an empty annex reproduces the defect it exists to cure.

Part 4. Transfer

4.1 Free assignment. ▲ The Holder may assign the whole of its interest to any person without the Landowner's consent, subject to 4.3 to 4.8.

4.2 Indivisible bundle. What is assigned is one bundle: the hak sewa over the Plot, ownership of the Improvements, membership of the Community Council, the Index Annex with unchanged quantities qᵢ, and all accrued rights and obligations. Separate assignment of any element is prohibited.

4.3 Form and notice. Notarial akta pengalihan hak sewa or akta cessie; written notice to the Landowner with a copy within 7 days.

4.4 Assignee conditions. Written accession to the Design Code, the Community Rules and the Community Council; representations as to absence of nominee arrangement and source of funds. No residency test applies to the assignee.

4.5 Transfer fee. ▲ 2.0% of the transaction price, payable on notice, reduced for contribution:

the Holder's position	fee
base	2.0%
built within time, SLF issued	1.5%
no unremedied Design Code breach for the whole term	1.0%
soil and water results published to the ledger without gaps	0.5%
referred residents above the threshold in Annex D	0%
succession under 4.10	0%

4.5.1 Right of first refusal. ▲ Exists only in Wave 1 and only until the build obligation is discharged; it lapses permanently on SLF. Its mechanics mirror the share ROFR of the pack: a notice stating price and terms, a 30-day offer period and a 3-day window to take up the offer as the shareholders agreement Article 1 sets them, the 3 days matching articles of association Article 7(4); right to withdraw the offer thereafter.

4.6 Estate Certificate. ▲ On written request the Landowner issues, free of charge and within 10 working days, a certificate stating: remaining term; confirmation of payments and absence of arrears; quantities qᵢ and the latest invoice; PBG and SLF status; unremedied Design Code breaches or confirmation of none; status of the Title and of any encumbrance at that date. Valid 30 days, and a prospective assignee may rely on it.

4.7 Deemed consent. Every act of the Landowner under this Part is due within 10 working days. Failure to act within that period is consent and confirmation.

4.8 Register. ▲ The Landowner maintains a register of leases; the entry is evidence of the Holder's rights. Entries may be represented in cybergraph as particles and assignments as cyberlinks; the state of a lease is public and the identity of the Holder is not. On divergence the notarial deed and the Register prevail.

4.9 Partial assignment and subdivision require written consent and compliance with the Design Code. Taxes on assignment are allocated under Part 18.

4.10 Succession. ▲ On the death of the Holder the interest passes to the heirs by operation of law, with no transfer fee. The heirs accede to the Community Rules within 12 months. Pending accession the interest subsists and the Landowner shall not treat the death as a default.

4.11 Security over the interest. ▲ ⚠ Hak sewa is outside UU 4/1996 Pasal 4 and cannot be charged. This deed uses assignment by way of security:

the Holder may assign by way of security (cessie tot zekerheid) to a financier, by notarial deed, on written notice;
the Landowner acknowledges the financier, issues the Estate Certificate to it, and notifies it of any material breach before terminating, allowing it the Holder's cure period;
on enforcement the financier takes the whole bundle and accedes under 4.4; no transfer fee is charged on enforcement, and 4.5 applies on the financier's onward sale.

○ Confirm the construction with the notary before use. Neither side can charge easily: articles of association Article 12(3) now prohibits the Company from pledging or encumbering its land by the nature of its constitution, not merely subject to approval, and the Holder cannot charge its lease at all — the asymmetry this clause used to describe is closed at the constitutional level; this clause is the Holder's route to raise finance against the position it does hold.

Part 5. Subletting

5.1 Two products. ▲ ⚠ Articles of Association Pasal 3 give the Landowner KBLI 55199 and 55192, which a Foreign Holder cannot ordinarily hold. The Holder elects the channel:

product	what it is	licence sits with	estate economics
land-time	hour to season, bare land, no accommodation service supplied	the Holder	area revenue charge of 10%, or 5% where the district is a net exporter of energy, water and food, plus a settlement fee of 1 to 3%
stay	occupation with an accommodation service	the Landowner, under KBLI 55199 and 55192	management fee, the Landowner operating

5.2 Settlement. Both settle in IDR at JISDOR on the invoice date. Horizon and use are gated by the Design Code: a day market and a month-long camp are different permitted uses.

5.3 Definitions and audit. Revenue, the certification and review cycle for net-exporter status, reporting cadence, audit rights and the consequences of understatement are in Annex G.

○ The licensing route for stay activity and the regional accommodation tax treatment stand open in the release gate.

Part 6. The Plot as a single unit

6.1 Per aversionem. ⚠ The Plot is demised as one contiguous parcel defined by its boundaries, not by a certified area number.

The Object is demised as a single land parcel (per aversionem / ad corpus) within the boundaries described in Article […] and Annex B, and not by unit of area. Any figure of approximately [___] m² is indicative only. The Parties agree, as Article 1486 of the Civil Code (KUHPerdata) permits in its closing words, that the stated measure gives neither Party any claim and that the one-twentieth threshold in that Article does not apply between them. Article 1588 is set aside to the same effect for the lease, and Articles 1589 to 1592, which govern an agricultural tenancy, do not apply to this demise. There shall be no price adjustment, compensation or rescission if a later BPN cadastral survey yields a larger or smaller area, and any claim that would otherwise arise is barred one year after delivery under Article 1489.

Objek disewakan sebagai satu kesatuan bidang tanah (per aversionem) dalam batas-batas sebagaimana diuraikan dalam Pasal … dan Lampiran …, bukan berdasarkan satuan luas. Luas ±[___] m² bersifat perkiraan. Sebagaimana dimungkinkan oleh kalimat penutup Pasal 1486 KUHPerdata, Para Pihak sepakat bahwa penyebutan ukuran tidak menimbulkan tuntutan apa pun bagi masing-masing Pihak dan bahwa batas seperdua puluh dalam Pasal tersebut tidak berlaku di antara mereka. Pasal 1588 dikesampingkan dengan akibat yang sama untuk sewa ini, dan Pasal 1589 sampai dengan Pasal 1592, yang mengatur sewa tanah pertanian, tidak berlaku terhadap sewa ini. Tidak ada penyesuaian harga, kompensasi, maupun pembatalan apabila pengukuran kadastral BPN di kemudian hari menghasilkan luas yang lebih besar atau lebih kecil, dan setiap tuntutan yang mungkin timbul gugur satu tahun setelah penyerahan berdasarkan Pasal 1489.

6.2 Boundary description is a condition of this Part. Without Annex B in the form required by 1.3 the clause is empty.

6.3 Limits of the clause. It binds neither BPN nor third parties, and it creates no land. Surat Ukur will carry whatever BPN measures; overlap with a neighbour, sempadan sungai, subak or jalan desa falls outside it; if the ground is physically smaller, the Holder receives what is there.

6.4 Order of operations. ⚠ ○ A known area shortfall is settled before this Part is executed — by price recompute, term extension or conversion costs — and per aversionem is fixed going forward in the same instrument. This is the one item in the release gate still standing against this Part.

6.5 Where the Plot is sold rather than leased. Under Part 12 the same articles apply directly: Pasal 1486 as the rule, Pasal 1487 for the buyer's election on excess, Pasal 1489 for the one-year cut-off, and Pasal 1490 where two Plots pass under one instrument. Pasal 1490 settles price between the two; it does not affect any statutory limit on the number of parcels a person may hold.

Part 7. Building rights and permits

7.1 The Holder builds at its own cost and risk. The Landowner constructs no Improvements.

7.2 ⚠ PBG is issued to the holder of the land title, so for a Holder under this deed the applicant is the Landowner. The Holder prepares and funds the application; the Landowner applies and cooperates; the Holder indemnifies the Landowner for all consequences of the works.

7.3 No works before PBG issuance. Breach is a material default with immediate cessation rights, because enforcement runs against the title holder.

7.4 Ownership of Improvements. Indonesian law recognises horizontal separation. Improvements are owned by the Holder for the Term. Consequences at termination: Part 16.

Part 8. Construction control

8.1 Approval. No works until the Landowner has approved the design package for Design Code compliance, the identity of the main contractor, and the construction programme. Approval is limited to those matters and creates no design or engineering warranty. Approval or refusal is due within 10 working days; failure to act is approval.

8.2 Contractor qualification. ⚠ Under UU 2/2017 works are performed by a provider holding a valid SBU and the corresponding KBLI. Copies of SBU, licences and the construction contract are furnished before commencement.

8.3 Supervision. ▲ An independent supervisor (pengawas / manajemen konstruksi, MK) is appointed by the Landowner at the Holder's cost — an Indonesian company independent of both parties and holding the qualification the works require, neither party appointing an affiliate — with authority to inspect, require rectification and stop works on material non-compliance. Stage inspections at foundation, structure, roof, MEP and completion. Whether an Estate-wide approved-contractor panel is imposed stands open in the release gate.

8.4 Insurance. Procured by the Holder for the construction period, naming the Landowner as co-insured: Contractors' All Risks, third-party liability, and BPJS Ketenagakerjaan for the workforce. Certificates delivered before commencement; lapse is a stop-work event. From SLF the Holder maintains property and public liability cover for the Term.

8.5 Completion security. ○ A deposit or bank guarantee of [___] secures completion, rectification of defects and reinstatement if works are abandoned, released in tranches on the milestones in 8.6, each release due within 15 working days.

8.6 Handover chain. ⚠ Each transfer of risk is evidenced by a dated BAST with photographic and inventory annexes. Absent a BAST, risk remains where it was.

#	document	between	what moves
1	BAST Lahan	Landowner → Holder	possession for construction; site safety and security
2	PHO — provisional hand over	Contractor → Holder	practical completion; starts the defects period of 12 months with retention of 5%
3	SLF	authority → applicant	confirmation that the building may be occupied
4	FHO — final hand over	Contractor → Holder	end of defects period; retention released
5	BAST Operasional	Holder ↔ Operator	day-to-day operation, maintenance, guest liability
6	BAST Pengembalian	Holder → Landowner	condition on return, measured against Annex H

8.7 SLF. The application follows the PBG applicant. The Holder funds the process, delivers as-built drawings and test certificates, procures the contractor's cooperation and provides access to the inspecting commission. No occupation before SLF. Periodic renewal is treated the same way.

8.8 Holder's indemnity. The Holder indemnifies the Landowner against claims, penalties, orders and costs arising from the Holder's works, occupation and use, including unpermitted works, deviation from PBG, breach of zoning or environmental rules, accidents, and damage to neighbouring land. It survives termination for 5 years, and its mirror is 15.4.

8.9 ⚠ What remains with the Landowner as against the authorities: enforcement action for unpermitted structures, standing as PBG and SLF applicant, and answerability for structural safety. The Holder's indemnity operates between the parties and moves no public-law liability.

Part 9. The build obligation

9.1 Commencement Certificate. ▲ The construction clock starts on the date of a Berita Acara Mulai signed by both parties recording that all Landowner Conditions Precedent are satisfied:

the Plot is physically handed over under BAST Lahan;
boundaries are accepted — Annex B initialled, patok set, Berita Acara Persetujuan Batas signed by adjoining owners and by any subak, desa or sempadan interest;
legal access subsists by title or registered easement;
PKKPR and zoning confirm the intended use;
a PBG application for the approved design is legally capable of being filed;
the utility connection points in Annex F are physically ready to the specified capacity;
title due diligence is clean — Annex I delivered and the search under 15.1 clear.

9.2 Suspension. If any condition ceases to be satisfied, the clock stops and all time-based rights extend day for day. Cessation is notified within 14 days by the party that becomes aware of it.

9.3 Symmetry. While the clock is stopped no holding charge accrues, and the Design Envelope lock extends by the same period.

9.4 Long stop. If the Conditions Precedent are not satisfied within 12 months of signing, the Holder may terminate and recover all sums paid, the deferred purchase balance carrying the rate under 3.2 and any indexed rent under Annex E, secured under 3.5.

9.5 Timing. Commence within 12 months of the Commencement Certificate; complete within 36 months of it.

9.6 Three-tier remedy. ▲ Escalating, and in this order:

Holding charge. ○ On overrun, a charge of [] per month, rising by [] every 6 months, paid into the biosphere and desa tithes rather than into the Landowner's profit.
Buy-back offer. ○ After [___] months of overrun the Landowner shall offer to acquire the interest at unamortised prepayment under Annex E plus independent valuation of works completed.
Reversion. Available only after the Holder declines the buy-back or fails to respond within 60 days.

9.7 Purpose, recited: to prevent speculative idle plots and permanent construction sites inside a small community. No Holder loses both the land and the money paid for it.

Part 10. Design Code

10.1 Binding on all Holders, all tracks, all zones. Annex C states the code as numbers. The same rules stand in the graph as land usage policy, with the reasoning behind each number; C0 of the annex maps section to section. The annex is the representation that binds.

10.2 ⚠ Bali-specific overlays bind regardless: provincial height limits, architectural requirements, slope and ravine setbacks, water-catchment restrictions.

10.3 Measurement. ▲ Footprint and canopy ratios are measured per Plot. Maximum ground footprint 10%, with a multiplier of ×2 where two floors are used.

10.4 Density transfer. ▲ ○ Unused footprint entitlement may be transferred to another Plot in the same district through the Register, subject to the district balance being maintained, against a settlement fee of [___]%. Transfers open from Wave 2. Entitlement not transferred remains with the Plot.

10.5 Amendment and grandfathering. Amendment by the Landowner. Completed Improvements are grandfathered. An amendment worsening the position of already-built Improvements is subject to the veto in 11.2.

10.6 Design Envelope lock. ▲ From signing until SLF plus 12 months the Plot is governed by the Design Envelope in force at signing — the figures in C2 and C3 as adjusted for density transferred, the Holder's row in Annex G, and so much of Annex F as applies to the Plot. The version of Annex C is identified by version number and content hash and initialled by both parties. Later amendments apply only with the Holder's written consent.

10.6.1 Duration. The lock runs no longer than the build obligation plus 12 months, transfers with the bundle, does not restart on assignment, and lapses with the build obligation.

10.6.2 Material change. A change is material where it reduces permitted footprint or floor area by more than 10%, removes a use from the Holder's row in Annex G, or increases the cost of compliance for an approved design by more than 10% of budgeted construction cost. Fact and amount are certified by the independent supervisor or an independent valuer. Materiality is not determined by the Landowner.

10.6.3 Cure. Within 30 days of notice the Landowner may withdraw the change as to that Plot, grant a variance, or offer an equivalent Plot.

10.6.4 Consequences where the change is not cured:

cause of the change	remedy
the change originates with the Landowner	exit with unamortised prepayment, the documented value of works at independent valuation, and direct loss; or remain and be compensated in the certified increased cost
the change is required by law, by an act of authority, or by adat, subak or awig-awig	exit with unamortised prepayment and the value of works at independent valuation, without damages, secured by the Guarantee Fund

⚠ The exit right exists in both rows. Fault governs damages; it does not govern the exit.

10.6.5 The Holder invokes within 90 days of notification. Silence is acceptance.

Sejak tanggal penandatanganan sampai dengan diterbitkannya SLF ditambah 12 (dua belas) bulan, Bidang Tanah tunduk pada Design Envelope sebagaimana berlaku pada tanggal penandatanganan. Perubahan yang terjadi kemudian hanya berlaku bagi Bidang Tanah tersebut dengan persetujuan tertulis Pemegang Hak.

Part 11. Community Council

11.1 Contractual body. ▲ Membership is compulsory for all Holders and survives assignment and title upgrade. A perkumpulan is constituted in Phase 3 to hold shared infrastructure.

11.1.1 Voting weight. ▲ Weight is fixed on entry and counts both stakes a participant may hold — the land and the shares. Land and shares are bought separately and neither is consideration for the other, which is what keeps 0.3 intact.

base = √(area ÷ area of the district) + √(shares ÷ issued shares)

Each stake is measured against its own total, so the two are comparable and no conversion rate between metres and shares is needed. The square root keeps a large stake ahead of a small one without letting it dominate. A participant holding only land, or only shares, carries the term it has.

11.1.2 Base and bonus. The entry base is never reduced. A participant who does more carries more:

weight = base × (1 + bonus)

Bonus is the sum of the increments earned in the cycle, each ○ [0.25] as this draft proposes:

no unremedied Design Code breach;
soil and water results published to the ledger without gaps;
service charge and area revenue charge paid to date;
the build obligation in Part 9 met within time, or within an extension for a suspension under 9.2.

A participant who has earned nothing is multiplied by 1 and keeps the full base. Failing a condition forgoes an increment and takes nothing away.

11.1.2.1 What changes the base. The base moves only when a stake moves: a further Plot taken, a Plot assigned away, a Plot split or merged, shares bought or sold. Weights are normalised across the district so that they sum to 1, and no participant carries more than 10% of the district.

11.1.3 Recomputation. ▲ Normalisation is recomputed every moon cycle, so that entries and exits since the last cycle are reflected, and published in the Register with the inputs that produced it. A Holder may challenge an input within 30 days and the correction applies from the next cycle.

11.2 Veto on deterioration. ▲ An amendment to the Design Code or the Community Rules that worsens the position of already-completed Improvements requires the consent of two thirds of Holders whose Improvements are affected.

11.3 Right of initiative. ▲ ○ A proposal supported by [___] of Holders must be considered by the Board of Directors, with a reasoned written answer published in the Register within 30 days. Silence within that period is acceptance.

11.4 Service charge. ○ Basis, cap, escalation, audit rights and the published annual account.

11.5 Landowner's infrastructure obligations. Access roads, drainage, water and power connection points, defined in Annex F, since a Plot without legal access and connections cannot obtain PBG. ⚠ Annex F also states the car-free core: vehicles stop at the perimeter mobility hub, and the Holder's access, parking, construction logistics and waste removal are specified there. This is a material restriction on use and is disclosed before signing.

Part 12. Upgrade tracks

12.1 Track F — Hak Pakai for Foreign Holders.

12.1.0 The option, and what it is an option to. ▲ The Holder holds an option, exercisable against the Landowner on the triggers in 12.1.4 and enforceable under 12.1.11, to require that the procedure for a Hak Pakai over the Plot be commenced and carried through to registration. The option is part of what the Holder buys under this deed. It is named in 2.3.1 among the things that stand in place of registration, it passes with the bundle on assignment under 4.2, and it binds the Landowner regardless of any change in its ownership or control under 12.1.8.

⚠ What the option does not do, because Indonesian law does not allow it to: the Hak Sewa does not itself become a Hak Pakai. A Hak Pakai is a separate registered right, created by a decision of the land office in favour of an applicant who satisfies conditions of law, through the acts in 12.1.1 rather than by the operation of this deed. The Landowner's undertaking is accordingly an undertaking to perform, in time, every act within its power under 12.1.5, and 12.1.10 to 12.1.12 state what the Holder receives where the right is nevertheless not granted.

The distinction is practical rather than verbal. A deed promising that the lease converts promises a result that the Landowner cannot deliver, and a Holder who is refused by the land office would then hold a claim that the deed misdescribed what was sold — the risk that 13.3 exists to avoid. The option is stronger stated as it is: the Holder can compel the Landowner to act, can compel it by an order under 12.1.11, and is paid out at full value if the Landowner is why the right does not come.

Where this deed, a product page or any other estate document describes the upgrade as a conversion of the lease, it is read as referring to the procedure in this Part. The wording alters neither the mechanism nor the remedies.

12.1.1 The mechanism. One route, in this order:

the Holder pays the upgrade fee under 12.1.14 and the costs of the procedure;
pemecahan sertifikat at BPN — the Plot is split out of the master HGB as a separate parcel with its own certificate and Surat Ukur, and a new HGB certificate is issued to the Landowner for the remainder of the master parcel;
pelepasan hak — the Landowner surrenders its HGB over the split parcel, which thereby becomes Tanah Negara. PP 18/2021 Pasal 51(1) lists State land, hak milik land and Hak Pengelolaan land as the land that may carry a hak pakai for a term; HGB is not on that list, so a hak pakai cannot be carved directly out of the master HGB and the surrender is the step that makes the grant possible;
grant of a fresh Hak Pakai over that State land in the Holder's name, registered on the deed executed before the PPAT, a foreign natural person being ineligible to hold HGB at any moment of the chain.

⚠ Between step 3 and step 4 the parcel is State land and neither party holds a registered right over it. The Landowner does not execute the pelepasan until the Holder's eligibility under 12.1.2 is confirmed in writing and the application for the grant is lodged, and the Landowner bears the risk and the cost of restoring its own position if the grant is refused.

⚠ The Landowner obtains the office's practice on the sequence in writing before the first application and annexes it as Annex K. Where the office requires a different order of the same steps, the order follows the office; the steps themselves do not change.

12.1.2 Statutory conditions on the Holder. ⚠ These are conditions of law which the Landowner neither controls nor warrants. Under PP 18/2021 Pasal 49(2)(e) a foreign individual may hold hak pakai with a term, and under Pasal 69(1) only while holding the immigration documents the law requires. Pasal 50 gives one year to transfer if he ceases to qualify, after which the right lapses by operation of law. Under Kepmen ATR/BPN 1241/SK-HK.02/IX/2022 a landed house acquired by a foreign national in the Province of Bali must reach a minimum value of Rp 5,000,000,000, fall within the luxury category, sit on no more than 2,000 m², and be limited to one parcel per person or family.

⚠ The Rp 5 billion floor applies to land and completed house together. A Plot priced below that figure reaches the threshold only once the Improvements are built and valued. The Landowner discloses this figure, in figures and against this Plot, before the Holder signs, and states plainly that a Holder who does not build to that value cannot reach Track F.

12.1.3 Term of the Hak Pakai. Under PP 18/2021 Pasal 52(1) a hak pakai over State land runs 30 years, extendable by 20 and renewable by 30. ⚠ Each cycle is capped by the remaining term of the underlying state land position and is granted by the land office, not by this deed.

12.1.4 Trigger. The Holder may serve a Hak Pakai Notice requiring the Landowner to begin, at any time after all of the following have occurred:

SLF has issued for the Improvements on the Plot;
the Improvements and the Plot together have been valued at or above the threshold in 12.1.2 by an independent valuer, and the valuation is annexed to the Notice;
the Holder evidences a residence permit valid at the date of the Notice;
the Holder is not in uncured material default and all sums due under this deed are paid.

○ Whether the land office accepts an application at PBG stage, before SLF, is confirmed under 12.1.13. If it does, the Holder may serve the Notice at PBG stage and conditions 2 to 4 apply unchanged.

12.1.5 The Landowner's obligation. On a valid Hak Pakai Notice the Landowner shall perform every act within its power that the procedure requires, and shall do so in time. This obligation is one of performance of its own acts. It is not a warranty that the land office will grant the right, and no such warranty is given.

The acts within the Landowner's power include, without limitation:

applying for and procuring pemecahan of the Plot from the master HGB, including the cadastral survey, the Surat Ukur and the boundary process with adjoining owners;
applying for the perubahan hak over the split parcel;
executing before the PPAT every deed, application, consent, declaration, power of attorney, statement and affidavit required by the PPAT, ATR/BPN or any other authority;
procuring the corporate authorisations its own constitution requires, including any approval of the Board of Commissioners under Articles of Association Article 12(3) for establishing a new business where the route involves one;
delivering the certificate, Surat Ukur, PBB receipts, NIB, tax documents and every other instrument in its possession that the application requires;
procuring the release or the written non-objection of any secured party whose right touches the parcel;
appearing, or procuring the appearance of its authorised representative, at every stage at which the office requires the registered holder to appear;
refraining from any act that would delay or defeat the application.

12.1.6 Time limits. Reckoned from the Hak Pakai Notice:

step	period
written acknowledgement of the Notice, stating the officer responsible	10 working days
filing of the pemecahan application, complete in form	60 days
filing of the perubahan hak application once pemecahan is registered	30 days
execution of any deed or instrument requested by the PPAT thereafter	14 days of request
supply of any document or signature requested by the office	10 working days of request

Where an authority sets a period, that period governs and the Landowner acts within it. Where the office requires a step not listed, the Landowner performs it within 30 days of learning of it and notifies the Holder within 5 working days.

12.1.7 Standstill. ▲ From the date of this deed until the Hak Pakai is registered in the Holder's name, or until the application finally fails under 12.1.10, the Landowner shall not, without the Holder's prior written consent:

sell, transfer or otherwise dispose of the Plot or the parcel on which it sits, save subject to this deed and to this Part;
grant any new lease, occupancy right or option over the Plot to any person;
create hak tanggungan or any other security, charge, attachment or encumbrance over the Plot or over the certificate from which it is to be split;
consent to any restriction, easement, covenant or notation affecting the Plot;
surrender, release, abandon or allow to lapse the Title, or apply for any change to it, otherwise than as this Part requires;
take or omit any other act that would impede, delay or defeat the registration of the Hak Pakai.

This standstill stands in addition to the negative pledge in 15.2 and is not limited by it. Where the two differ, the stricter applies to the Plot.

12.1.8 Continuity. ▲ The obligations in this Part attach to the Landowner as owner of the Title and bind it regardless of any change in its shareholders, directors, commissioners, management or control, any transfer of shares, any merger, spin-off or reorganisation, and any transfer of the Estate or of the Title. The Landowner shall procure that any transferee of the Estate, of the Title or of control assumes these obligations in writing before the transfer takes effect, and shall deliver that assumption to the Holder. A transfer made without it is a breach and the transferee takes bound in any event under 2.3.1 and 15.2.

12.1.9 Irrevocable power of attorney. To the extent Indonesian law permits, the Landowner grants the Holder an irrevocable power of attorney, in the form settled by the notary and executed at the same time as this deed, to sign in the Landowner's name the applications and instruments listed in 12.1.5 where the Landowner has not signed them within the periods in 12.1.6.

⚠ Article 1813 KUHPerdata and the surrounding provisions govern the revocability of a mandate, and Indonesian practice restricts an irrevocable power over land. ○ The notary settles whether this clause is enforceable as drafted, and if it is not, what instrument delivers the same result. The clause is a supplement to 12.1.5 and its failure does not affect the obligation there.

12.1.10 Failure — three causes, separated. Where the Hak Pakai is not registered, the cause is determined and the consequence follows the cause:

cause	test	consequence
the Landowner's refusal, breach, delay or omission, or any circumstance within its control, including its corporate acts, its encumbrances and its failure to maintain the Title	the Holder shows a period in 12.1.6 exceeded, or an act in 12.1.5 not performed	12.1.11 applies in full
refusal by ATR/BPN, a change in law or regulation, or an act of authority, none of which is attributable to the Landowner	the written decision or the instrument of the authority is produced	12.1.12 applies
the Holder's own failure to satisfy a condition of law under 12.1.2, including lapse of the residence permit, value below the threshold, or holding a parcel elsewhere	the condition is shown unsatisfied at the date of application	no remedy against the Landowner; the Hak Sewa continues unaffected for its Term, and the Holder may serve a further Notice when the condition is satisfied

Where causes are mixed, the consequence follows the cause without which the registration would have succeeded. The burden of showing that a cause falls in the second row rests on the Landowner.

12.1.11 Remedies where the cause is the Landowner's. Cumulative, and at the Holder's election:

Specific performance. The Holder may require the Landowner to perform the outstanding act, and may apply for an order to that effect. The parties record that damages alone are an inadequate remedy for this Part.
Delay compensation. From the day a period in 12.1.6 is exceeded until the act is performed, the Landowner pays the Holder [___] per month, ○ set as a proportion of the sums paid under this deed rather than as a flat figure.
Exit at full value. The Holder may terminate and receive the unamortised prepayment under Annex E, the documented value of the Improvements at independent valuation, and direct loss, secured by the Guarantee Fund under 3.5.
Suspension. The Holder may suspend the area revenue charge under Part 5 and any instalment under 3.1 until the breach is cured, without that suspension being a default.

The cap in 15.4 does not limit remedy 1 and does not limit remedy 3 below the sum of unamortised prepayment and the valuation of Improvements.

12.1.12 Consequences where the cause is refusal by the authority or a change of law. No fault, and no damages. The Hak Sewa continues for its Term with every right it carries, and:

the Landowner refunds the Holder's documented costs of the failed application, save the Landowner's own costs under 12.1.13;
the Landowner shall re-apply, at the Holder's request and cost, on each occasion within [24] months on which the law or the practice of the office changes so as to permit the application, for as long as the Term subsists;
the Holder may, within 12 months of the final refusal, elect instead to terminate and receive the unamortised prepayment under Annex E plus the value of the Improvements at independent valuation, without damages, secured by the Guarantee Fund. ▲ This mirrors the no-fault exit in 10.6.4 and exists for the same reason: a risk the Holder cannot price is not left with the Holder.

12.1.13 Verification before the first application. ⚠ ○ Before the first Hak Pakai Notice is served the Landowner obtains, in writing and at its own cost, from counsel and from the Kantor Pertanahan of Buleleng: the sequence of pemecahan and perubahan hak the office requires; the stage of construction at which an application is accepted, and specifically whether PBG suffices in place of SLF; the documents the office requires from a PT PMA as registered holder; the treatment of the Estate's parcels under RTRW, LP2B and sempadan for this purpose; and the current minimum-value figure for the Province of Bali. The answers are annexed as Annex K and this Part is conformed to them before use.

12.1.14 Costs. Borne by the Holder: the cadastral survey and pemecahan; the perubahan hak; PPAT and notarial fees; registration fees at ATR/BPN; BPHTB, PPh and any other tax or state levy on the acquisition; the independent valuation under 12.1.4; and the Holder's own advisers.

Borne by the Landowner: its own corporate authorisations; its own advisers; the verification under 12.1.13; the cost of curing any defect in its Title or licences that impedes the application; and every cost of a step that has to be repeated because of the Landowner's act or omission.

○ Upgrade fee to the Landowner: [___]. Whether a fee is charged at all on Track F is decided together with the transfer fee scale in 4.5, since a Holder who upgrades leaves the area revenue charge behind.

12.1.15 Fate of the Hak Sewa on registration. On the date the Hak Pakai is registered in the Holder's name over the Plot, the Hak Sewa over that Plot ends by operation of this clause, so that two rights do not stand over one parcel. On that date:

the parties execute the deed of termination the notary requires, and the Landowner procures the removal of the lease entry from the Register under 4.8;
no refund of prepaid consideration is due, the consideration having been paid for the land right the Holder now holds in registered form;
the obligations that this deed states to survive continue to bind the Holder as owner of the Hak Pakai, and are secured by covenants recorded in the deed of acquisition and by easements over access and utilities: the Design Code under Part 10, the Community Rules, membership of the Community Council under Part 11, and the area revenue charge under Part 5 to the extent it applies to a Hak Pakai holder;
○ the mechanism by which those obligations bind a Hak Pakai holder is drafted with the notary before the first application, on the same footing as 12.3, and cannot be imposed afterwards.

12.1.16 Trade-offs disclosed before election. Hak Pakai is registered and stronger on paper. It is residency-dependent, so a lapsed permit exposes the right. Its resale pool is limited to foreigners who themselves qualify, or requires a further change of right for an Indonesian buyer. It removes the assignment freedom of Part 4. Many Holders are better served by the base lease, and this Part exists so that the choice is informed.

12.2 Track I — title for Indonesian Holders. On request the Landowner procures pemecahan sertifikat and transfers the resulting HGB by AJB before the PPAT, at a price credited in whole or in part against sums already paid.

12.2.1 ⚠ The Holder may then apply to convert HGB to Hak Milik. This is the Holder's own application; the Landowner facilitates documents and warrants no outcome. Conditions: Indonesian citizenship, natural person; use as rumah tinggal evidenced by PBG or a keterangan from the village head, a bare plot not qualifying; plots up to 600 m² on the simplified route, above which a constatering report is required; a declaration of no more than 5 residential parcels or 5,000 m² in aggregate.

⚠ Where the Holder is an Indonesian citizen married to a foreign national, PP 18/2021 Pasal 70 allows the same land rights as any other citizen only where the right is not joint marital property, evidenced by a notarial separation-of-assets agreement between the spouses. The agreement is produced before the upgrade is started; without it the application is refused.

○ Whether PBG alone satisfies the rumah tinggal test is confirmed with BPN Buleleng before this is promised to anyone. Plot sizing and the Z1 grain are decided together with the 600 m² threshold; the strategy contemplates 5 to 15 are.

12.3 Continuing obligations. ⚠ Conversion to Hak Milik does not release the Holder from the Design Code, the Community Rules or Council membership. ○ These are secured by instruments that survive the title change — covenants recorded in the AJB, easements over access and utilities, and Council membership as a condition of sale. The mechanism is drafted before the first sale and cannot be imposed retroactively.

Part 13. Representations

13.1 Landowner: valid title; no encumbrances beyond those disclosed; zoning permits the intended use; KKPR status disclosed; licences held and their locational scope. Extended warranties in Part 15.

13.2 Holder: identity and status; source of funds; absence of nominee arrangement; ability to fund construction.

13.3 ⚠ Disclosed honestly at signing: the term of the Title and its renewal risk, zoning status and any pending change of designation, and that hak sewa is unregistered. Non-disclosure here is the fastest route to a void agreement.

Part 14. Licences

14.1 Warranty. ▲ The Landowner warrants that it holds a valid NIB and the licences required for the activity contemplated, covering the location of the Estate, across the KBLI in Articles of Association Pasal 3: 68111, 68200, 55199, 56101, 96122, 82302, 55192, 93299. Locational scope per KBLI is listed in Annex A, one row per KBLI and business address, from the NIB in OSS RBA.

14.1.1 ⚠ ○ The known discrepancy — the NIB showing a different location for 68111 than for the other codes — is resolved before any lease is signed, 68111 being the code under which leases are granted.

14.2 Licence Event means the suspension, revocation, non-renewal or material restriction of any licence of the Landowner necessary for that activity.

14.3 No automatic termination. ⚠ A Licence Event is not of itself a material breach and gives no right to terminate, provided the Holder's quiet enjoyment and actual use continue undisturbed. Recited rationale: the right to grant this lease derives from the land title, not from a business licence, and an administrative matter shall not cascade into the collapse of every agreement across the Estate.

14.4 Remedies, tiered by actual impact. The Landowner notifies within 14 days, stating cause and cure plan:

impact on the Holder	remedy
none — occupation and use unaffected	no remedy; cure within 180 days, extendable while diligently pursued
the Landowner cannot process the Holder's PBG application or perform another agreed act	suspension of the corresponding Holder obligation and of construction deadlines; time-based rights extended day for day
the Holder is actually deprived of use for more than 90 consecutive days	rent abatement pro rata; thereafter termination with return of the unamortised prepaid portion, secured by the Guarantee Fund

14.5 During a Licence Event the Landowner pursues cure diligently, reports quarterly to the Holder or the Council, and makes no new grants that would aggravate the position.

14.6 Carve-out. ⚠ 14.3 and 14.4 do not apply where the Licence Event results from the Landowner's fraud, wilful misconduct, or failure to remedy after repeated written warnings from the authorities.

14.7 The Holder's own licences are the Holder's responsibility, subject to the land-time and stay split in Part 5.

○ Whether the Council rather than each Holder is the counterparty for Licence Event reporting stands open. So does confirmation that this Part survives a challenge under Article 1320 KUHPerdata, and the threshold at which aggregate activity may be characterised as perumahan.

Part 15. Title warranties, negative pledge, indemnity

15.1 Warranties. ▲ Given at signing and repeated on each anniversary and on the date of each assignment in favour of the assignee: the Company is duly incorporated and subsisting with fully paid capital and a valid NIB; the Title is a valid HGB certificate whose number, dates and remaining term are disclosed in Annex A and recited as a number; a PKKPR covering the intended use subsists and is annexed, and the Plot does not sit on land recorded as Pipil, uncertificated or held on agreement; the Plot is free of hak tanggungan, sita and other encumbrances, has not been let, promised under a PPJB or optioned, and is not in the physical possession of a third party; no proceedings and no asserted adat, subak or desa claims affect it; zoning and KKPR permit the intended use, and the Plot carries no LP2B designation and falls outside sempadan; PBB is paid; the chain of title is disclosed. Given without knowledge qualification save where expressly marked.

15.1.1 Due diligence and the search at signing. Annex I is delivered before signing: certified copy of the Title, Surat Ukur, NIB, PBB receipts, a BPN non-encumbrance search dated no more than 30 days before signing, and the PKKPR. As a condition of execution the PPAT performs pengecekan sertifikat on the day of signing and the result is recited. The Landowner warrants that nothing has been created over the Plot between search and signing.

15.2 Negative pledge. ▲ For a Plot under a Hak Pakai Notice the standstill in 12.1.7 applies in addition and, where stricter, in place of this clause. The Landowner shall not, without the Holder's written consent, encumber the Plot with hak tanggungan or other security, grant competing rights over it, or dispose of it otherwise than subject to this deed, the transferee taking bound. articles of association Article 12(3) independently prohibits the Company from pledging or encumbering its land at all, by the nature of its constitution; this clause is the Holder's own contractual right on top of that constitutional prohibition, and controls if the Articles are ever amended to permit encumbrance again.

15.3 Non-disturbance. ▲ ○ Where an encumbrance is nevertheless granted it is permitted only if the secured party confirms in writing that this deed survives enforcement and binds a purchaser at auction. Holders are notified no later than 30 days before it is granted and the Register is updated. For the period it subsists, the area revenue charge is reduced by [___] percentage points.

15.4 Indemnity in favour of the Holder. ▲ The mirror of 8.8. The Landowner indemnifies the Holder against loss, cost, penalty and reasonable legal expense arising from breach of the warranties in 15.1, third-party rights subsisting at signing, enforcement of security over the Plot, loss or non-renewal of the Title otherwise than through the Holder's act, and inability to obtain PBG or SLF for reasons attributable to the Landowner's title or licences. Cap: sums paid by the Holder plus the valuation of Improvements. ○ Claims may be brought within [___] years after termination.

15.5 Remedies for title defect:

situation	remedy
curable within 90 days, use unaffected	cure at the Landowner's cost; build deadlines suspended and time-based rights extended day for day
Holder deprived of use for more than 90 consecutive days	pro-rata abatement for the period
deprivation exceeding 180 days, or incurable defect	termination for the Landowner's default, with unamortised prepayment, the documented value of Improvements at independent valuation, and direct loss

15.6 Title continuity. ▲ Because every Term is derived from its Title, the Landowner maintains a title calendar in the Register showing for each Title the expiry date and the date by which an extension application must be filed; files each application within the statutory window and no later than 12 months before expiry, and pursues it diligently; and reports progress annually in the Register. Failure to file in time is a breach to which 15.4 and 15.5 apply. Allowing a Title to lapse so that only pembaruan remains is the Landowner's default and is not a no-fault event.

Part 16. Termination and end of term

16.1 Default and cure mechanics apply to both sides with equal notice and cure periods.

16.2 Fate of Improvements. ▲ ○ At natural expiry without renewal, Improvements pass to the Landowner against compensation at independent valuation. The Holder may instead elect to remove them within [___] months. On termination for the Landowner's default, 15.5 applies. On termination for the Holder's default, compensation is reduced by the Landowner's documented loss. Free reversion is not used: buildings and use-rights trade while the land does not, and free reversion would take back the part that trades.

16.3 Title failure. ▲ If the Title is not renewed: compensation under 16.2 plus unamortised prepayment, secured by the Guarantee Fund. The status of the Title and the progress of its renewal are published in the Register annually.

16.4 What the Guarantee Fund secures: the payments under 9.4, 14.4, 15.4, 15.5 and this Part.

Part 17. Force majeure, adat and disputes

17.1 Force majeure. ▲ ○ Volcanic activity, earthquake, landslide, extreme weather, flood, epidemic and act of authority. Affected obligations are suspended, time-based rights extend day for day, notice and mitigation duties apply, and either party may terminate without fault where the event subsists beyond [___] months. Allocation of loss and interaction with the insurance in 8.4 are stated expressly. ⚠ The Estate sits on a volcanic slope at 1,200 to 1,500 m with a pronounced wet season; this clause is not boilerplate here.

17.2 Adat, subak and desa. ▲ ⚠ Compliance with the awig-awig of the desa adat, the banjar and subak arrangements affecting the Estate; ceremonial access and processional routes; customary contributions expected of residents; and their interaction with the Design Code. On Bali customary law binds land use in practice regardless of the certificate, and a deed silent on it transfers an unpriced risk to the Holder.

17.3 Disputes. ○ Governing law Indonesian. Escalation: negotiation, then mediation, then BANI arbitration in Denpasar in English and Indonesian, or the District Court of Singaraja whose jurisdiction covers the Company's domicile under Pasal 1. The forum is chosen before execution. Language of proceedings and interim relief stated expressly.

Part 18. Taxes, currency, general

18.1 Allocated expressly: PPh on lease value; PPN on the lease and on services; BPHTB and PPh on any title transfer; taxes on assignment; regional accommodation tax on stay activity; notarial and PPAT fees; splitting and conversion costs; annual PBB; service charge. Prices are stated gross or net of tax, and the withholding agent is named consistently with Pasal 12(6).

18.2 Currency. Obligations may be denominated in the century index; invoicing and settlement are in IDR at JISDOR on the invoice date.

18.3 General. Notices and their language · personal data, covering publication of monitoring results to the ledger and entries in the Register · KYC and source-of-funds procedure supporting Part 13 · entire agreement · severability · counterparts and electronic signature · quiet enjoyment as a positive covenant under 2.4.

Schedule 1. The value sheet

Every figure in the deed, with its source and its status. A figure from a decision is settled and moves only by amending that decision. A figure marked proposed is this draft's proposal and awaits confirmation. A figure marked open cannot be set until the release gate item against it is answered.

clause	figure	value	source	status
2.2	term	25 years	leasehold upfront, instrument A	settled
2.2	extension buffer	12 months, matching the 15.6 filing deadline	framework 2.1	settled
3.1	minimum deposit, scheduled form	30%	annual leasehold	settled
3.2	instalment periods	1 year at price; 5 years at 115%	leasehold upfront	settled
3.2	minimum deposit	30% of the elected price	leasehold upfront	settled
3.2	default on instalments	30 days + 14-day cure, then termination, no refund	leasehold upfront	settled
3.3.1	recomputation window	30 days	framework 2.3	settled
3.5	Guarantee Fund share	5% of consideration on each grant, assignment or upgrade	D4	settled
4.3	notice of assignment	7 days	framework 2.5.3	settled
4.5	transfer fee scale	2.0 / 1.5 / 1.0 / 0.5 / 0%	D1	settled
4.5.1	ROFR response	30-day offer, 3-day take-up	shareholders agreement Art 1; Articles Art 7(4)	settled
4.6	Estate Certificate issue	10 working days, valid 30 days	D2	settled
4.7	deemed consent	10 working days	D2	settled
4.10	heirs' accession	12 months	framework 2.8	proposed
5.1	area revenue charge	10%, or 5% net-exporter	D10	settled
5.1	settlement fee	1 to 3%	D10	settled
6.1	indicative area	per Plot	Annex B	per deal
8.1	approval window	10 working days	framework 5A.1	settled
8.5	completion security	—	framework 5A.5	open
8.6	defects period, retention	12 months, 5%	framework 5A.6	proposed
8.8	indemnity survival	5 years	framework 5A.8	proposed
9.2	notice of cessation	14 days	framework 6.0.1	settled
9.4	long stop	12 months	framework 6.0.3	settled
9.5	commence / complete	12 / 36 months	framework 6.1	proposed
9.6	holding charge, buy-back trigger	—	release gate, D8	open
9.6	buy-back response	60 days	D8	settled
10.3	footprint, multiplier	10% per Plot, ×2	D7, Annex C	settled
10.4	density settlement fee	—	D7	open
10.6	Design Envelope lock	signing to SLF + 12 months	D13	settled
10.6.2	materiality threshold	10%	framework 7.4.5	proposed
10.6.3	cure window	30 days	framework 7.4.6	settled
10.6.5	invocation window	90 days	framework 7.4.8	settled
11.2	veto threshold	two thirds of affected Holders	D11	settled
11.1.1	voting weight base	√(area share) + √(shareholding), fixed on entry	this draft	proposed
11.1.2	bonus increment	0.25 each, four conditions	this draft	proposed
11.1.2	weight cap per Holder	10% of the district	this draft	proposed
11.1.3	recomputation	every moon cycle	settled	settled
11.3	initiative threshold	—	D11	open
12.2.1	simplified route ceiling	600 m²	Indonesian practice	settled
12.2.1	aggregate holdings ceiling	5 parcels or 5,000 m²	Indonesian practice	settled
14.4	cure period	180 days	framework 9A.4	proposed
14.4	deprivation trigger	90 consecutive days	framework 9A.4	settled
15.1.1	search validity	30 days before signing	framework 9B.2	settled
15.3	encumbrance notice	30 days	D3	settled
15.3	area charge reduction	—	D3	open
15.4	limitation after termination	—	D12	open
15.6	extension filing	no later than 12 months before expiry	framework 9B.9	settled
16.2	removal election window	—	framework 10.2	open
17.1	force majeure termination	—	framework 10A	open

Count: 29 settled, 3 settled by law, 17 proposed, 10 open, 1 per deal. Three of the settled figures are set by Indonesian law rather than by decision and move only when that law moves.

Schedule 2. What blocks execution

The items in open questions that stand against clauses of this deed. Grouped by what they block:

blocks	items	consequence if executed anyway
2.2 the Term	grant and expiry dates of the certificates; the three parcels without a certificate; the LP2B check	the Term has no verified upper bound and 2.2.3 is unresolved
6 the Plot	the known area shortfall	Part 6 may donate a shortfall the parties already know about
5 subletting	licensing route for stay and the accommodation tax	the Holder's channel election has no priced consequence
4.11 security	admissibility of assignment by way of security	a financier cannot rely on the construction
12.1 Track F	the sequence of pemecahan and perubahan hak at the Kantor Pertanahan of Buleleng; the construction stage at which an application is accepted; enforceability of the irrevocable power in 12.1.9	the Hak Pakai machinery is drafted against assumed practice and 12.1.13 has to close before the first Notice

Parts 12.1, 8.3, 11.1 and 17.3 carry their own open forks and are marked ○ in place.

Provenance

Assembled from land rights agreement v0.4.3, which holds the reasoning for every clause here; holder protocol decisions D1–D12, which settle the values marked settled; open questions, which holds the release gate; Annex C and its informal counterpart land usage policy; and the product pages leasehold upfront, annual leasehold and hak sewa, whose commercial terms are annexed as the offer of record.

⚠ D13, the Design Envelope lock at 10.6, postdates the decision sheet and is not written up there. It is added to the sheet before the sheet is treated as complete.

Annex K, the written practice of the Kantor Pertanahan of Buleleng and counsel's confirmation under 12.1.13, does not yet exist.

Statutory sources relied on in Part 12.1: PP 18/2021, Pasal 49(2)(e) and 69(1) for the eligibility of a foreign individual, Pasal 51 for the land that may carry a hak pakai — which is why the route runs through pelepasan, HGB not being on that list, Pasal 52(1) for the term. The regulation runs to Pasal 104; Pasal 103 repeals PP 40/1996 and PP 103/2015, so any figure taken from those is out of date. Permen ATR/BPN 18/2021 governs the procedure for establishing land rights, Pasal 187 and the surrounding articles for the modes by which a foreign national acquires; Kepmen ATR/BPN 1241/SK-HK.02/IX/2022 for the minimum value, the area ceiling and the one-parcel limit. ⚠ Each is verified against JDIH and against the current practice of the office before execution.

This is not legal advice. Every construction here is verified by the notary and PPAT before it enters a signable text.