RESIDENTIAL PURCHASE AND SALE AGREEMENT

(Colorado)

[// GUIDANCE: This template complies with Colorado real estate practice and integrates state-specific disclosures, contingency periods, and closing procedures. All bracketed terms must be completed and/or revised to reflect the particulars of each transaction.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

1.1 Title and Parties

This Residential Purchase and Sale Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

a. Seller: [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE OR “individual”], having an address at [SELLER ADDRESS] (“Seller”); and
b. Buyer: [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE OR “individual”], having an address at [BUYER ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

WHEREAS, Seller is the fee simple owner of certain residential real property located at [PROPERTY ADDRESS], County of [COUNTY], State of Colorado, legally described in Exhibit A (the “Property”);

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein;

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

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms include singular and plural forms and are applicable throughout this Agreement and all Exhibits/Schedules.

“Appraisal Contingency Deadline” – the date by which Buyer must deliver written waiver or objection pursuant to Section 3.6.
“Broker” – any Colorado-licensed real estate broker engaged by either Party in connection with the transaction contemplated herein.
“Business Day” – any day other than Saturday, Sunday, or a day on which Colorado-chartered banks are authorized or required to close.
“Closing” – the consummation of the transaction on the Closing Date at the Closing Location, when the Deed and other Closing Documents are delivered and the Purchase Price is paid.
“Closing Date” – the date specified in Section 3.8, as may be extended pursuant to this Agreement.
“Closing Documents” – collectively, the Deed, owner’s affidavit, settlement statement, and any other documents reasonably required by the Title Company or applicable law.
“Contingency Periods” – collectively, the Inspection Contingency Period, Financing Contingency Period, Title Review Period, and Appraisal Contingency Deadline.
“Deed” – a Special Warranty Deed in recordable form conveying the Property to Buyer, subject only to Permitted Exceptions.
“Disclosure Documents” – Seller’s Property Disclosure, Lead-Based Paint Disclosure (if applicable), Source of Water Disclosure, Common Interest Community Disclosure (if applicable), and any other disclosures required by Colorado law.
“Earnest Money” – the deposit described in Section 3.2.
“Financing Contingency Period” – the period set forth in Section 3.5.
“Inspection Contingency Period” – the period set forth in Section 3.4.
“Permitted Exceptions” – the matters described in Section 3.3.
“Purchase Price” – the amount set forth in Section 3.1, subject to adjustments and prorations.
“Title Company” – [TITLE COMPANY NAME], or such other reputable title insurance company mutually acceptable to the Parties.

[// GUIDANCE: Insert additional defined terms as necessary. Ensure each defined term is capitalized consistently.]

3. OPERATIVE PROVISIONS

3.1 Purchase Price

Buyer shall pay to Seller the total purchase price of $[AMOUNT] (the “Purchase Price”) as follows:

a. Earnest Money: $[AMOUNT] deposited pursuant to Section 3.2;
b. Balance: The remainder of the Purchase Price, adjusted by prorations and credits, payable in immediately available funds at Closing.

3.2 Earnest Money

Within [THREE (3)] Business Days after the Effective Date, Buyer shall deposit the Earnest Money with the Title Company, to be held in escrow and applied as provided herein.

a. Interest (if any) on the Earnest Money shall accrue for the benefit of [SELECT: Buyer/Seller/neither];
b. Failure to timely deposit the Earnest Money shall constitute a Buyer default per Section 6.1(a).

3.3 Title and Survey

a. Title Commitment: Within [X] Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current commitment for an owner’s policy of title insurance (the “Commitment”) together with copies of all exception documents.
b. Survey: [SELECT: Seller/Buyer] shall obtain, at [ITS] expense, an Improvement Location Certificate or ALTA/NSPS survey (the “Survey”).
c. Title Review Period: Buyer shall have [X] Business Days after later of receipt of the Commitment or Survey (the “Title Review Period”) to object in writing to matters reflected therein. Untimely objections are deemed waived.
d. Permitted Exceptions: All matters not timely objected to, or agreed to be cured, constitute “Permitted Exceptions.”

3.4 Inspection Contingency

Buyer shall have [X] calendar days after the Effective Date (the “Inspection Contingency Period”) to conduct any inspections, tests, or investigations of the Property deemed necessary by Buyer, including radon testing.

a. Access: Seller shall provide reasonable access upon [24-hour] notice;
b. Objections: Buyer may terminate or request repairs by written notice prior to expiration of the Inspection Contingency Period;
c. Failure to timely object is a waiver of the Inspection Contingency.

3.5 Financing Contingency

This Agreement is [SELECT: “contingent” / “not contingent”] upon Buyer obtaining financing on terms not less favorable than those set forth below within [X] days after the Effective Date (the “Financing Contingency Period”):

• Loan Type: [CONVENTIONAL/FHA/VA/etc.]
• Loan Amount: Not less than [PERCENTAGE]% of Purchase Price
• Interest Rate: Not to exceed [RATE]% fixed for [TERM] years

If Buyer fails to obtain a binding loan commitment by the end of the Financing Contingency Period, Buyer may terminate and recover the Earnest Money by written notice to Seller.

3.6 Appraisal Contingency

If required by Buyer’s lender, this Agreement is contingent upon receipt of an appraisal valuing the Property at not less than the Purchase Price by the Appraisal Contingency Deadline. Buyer may (i) terminate, (ii) waive the contingency, or (iii) request a price reduction; failure to act constitutes waiver.

3.7 Additional Contingencies

[INSERT any HOA review, sale of Buyer’s property contingency, or other specialized contingencies.]

3.8 Closing

a. Closing Date: The Closing shall occur on [CLOSING DATE], at [TIME] Mountain Time, or such other date as the Parties may mutually agree in writing.
b. Closing Location: [TITLE COMPANY ADDRESS] or via remote/“mail-away” closing permitted by the Title Company.
c. Closing Costs: Seller shall pay for (i) the premium for an owner’s standard coverage title policy, (ii) documentary fee, and (iii) Seller’s share of customary settlement fees. Buyer shall pay for (i) loan charges, (ii) recording fees for the Deed, and (iii) any endorsements or extended coverage to the title policy.
d. Possession: Possession shall be delivered at Closing [OR specify post-closing occupancy agreement].

3.9 Prorations and Adjustments

Taxes, rents, association dues, utilities, and other recurring charges shall be prorated as of 11:59 p.m. on the day prior to Closing, based on the latest available information. If actual figures are unavailable, reasonable estimates shall be used and reprorated upon receipt of final bills.

3.10 Personal Property

The Purchase Price includes the following personal property, free of liens: [LIST APPLIANCES, FIXTURES, ETC.]. Any personal property not included shall be removed by Seller before Closing.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:

a. Authority: Seller has full right, power, and authority to execute and perform this Agreement.
b. Title: Seller holds fee simple title to the Property, free and clear except for Permitted Exceptions.
c. No Foreign Person: Seller is not a “foreign person” within the meaning of FIRPTA.
d. Compliance: To Seller’s Knowledge, the Property is not in material violation of applicable laws.
e. Environmental: Seller has received no written notice of any unremediated environmental contamination on the Property.
f. Litigation: There is no pending litigation or condemnation affecting the Property.

[// GUIDANCE: “Knowledge” is defined as the actual knowledge of [NAME/TITLE], without duty of inquiry.]

4.2 Buyer’s Representations

Buyer represents and warrants that:

a. Authority and Funds: Buyer has full authority to enter into this Agreement and sufficient funds to close;
b. Inspection: Buyer will acquire the Property based upon Buyer’s own investigation and not in reliance on any representations by Seller other than those expressly stated herein.

4.3 Survival

Seller’s representations and warranties shall survive Closing for a period of [X] months (the “Survival Period”) and shall merge thereafter.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants

a. Operation: Between the Effective Date and Closing, Seller shall maintain the Property in substantially the same condition, ordinary wear excepted.
b. New Encumbrances: Seller shall not encumber the Property without Buyer’s prior written consent.
c. Disclosures: Seller shall deliver all Disclosure Documents within the statutory timeframes.

5.2 Buyer’s Covenants

a. Loan Application: Buyer shall diligently pursue financing, if applicable, and timely provide lender-requested documentation.
b. Confidentiality: All non-public information obtained through inspections shall remain confidential absent legal compulsion.

5.3 Mutual Covenants

Each Party shall reasonably cooperate and execute further documents necessary to consummate the transaction.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Buyer Default:
i. Failure to timely deposit Earnest Money;
ii. Failure to close absent Seller default after satisfaction or waiver of Contingencies.

b. Seller Default:
i. Failure to deliver deed or close in accordance with this Agreement;
ii. Breach of any material representation, warranty, or covenant.

6.2 Notice and Cure

The non-defaulting Party shall deliver written notice specifying the default. The defaulting Party shall have [5] Business Days to cure, except where the nature of default renders cure impossible.

6.3 Remedies

a. Buyer Default: Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, which the Parties acknowledge constitutes a reasonable estimate of Seller’s damages and is not a penalty.
b. Seller Default: Buyer may elect (i) termination and return of Earnest Money plus reimbursement of out-of-pocket expenses up to $[CAP], or (ii) specific performance, together with reasonable attorneys’ fees and costs.
c. Limitation: Neither Party shall be liable for consequential, punitive, or exemplary damages.

7. RISK ALLOCATION

7.1 Limited Indemnification

a. Seller Indemnity: Seller shall indemnify, defend, and hold harmless Buyer from claims arising from (i) breach of Seller’s representations, warranties, or covenants, or (ii) liens attributable to Seller, capped in the aggregate at the amount of the Earnest Money (exclusive of third-party defense costs).
b. Buyer Indemnity: Buyer shall indemnify, defend, and hold harmless Seller from claims arising from (i) entry onto the Property by Buyer or its agents prior to Closing, or (ii) breach of Buyer’s representations, warranties, or covenants, also capped at the Earnest Money.

7.2 Insurance

Seller shall maintain existing hazard insurance through Closing. Buyer shall obtain homeowner’s insurance effective as of Closing.

7.3 Risk of Loss

Risk of loss shall remain with Seller until Closing. In the event of material casualty, Buyer may (i) terminate and recover Earnest Money, or (ii) proceed to Closing and receive any insurance proceeds.

7.4 Force Majeure

Performance deadlines (other than payment obligations) shall be extended to the extent delayed by an event of force majeure, including acts of God, pandemic, or government order, provided the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict-of-law principles.

8.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], Colorado, and each Party irrevocably submits to such venue and jurisdiction.

8.3 Optional Arbitration

[SELECT ONE:
☐ The Parties agree to submit any dispute to binding arbitration administered by the American Arbitration Association (“AAA”) under its Real Estate Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ The Parties do not agree to arbitration and will resolve disputes solely in state court.]

[// GUIDANCE: Delete the inapplicable box above.]

8.4 Specific Performance & Injunctive Relief

The Parties acknowledge that the Property is unique and monetary damages may be inadequate. Accordingly, each Party shall be entitled to seek specific performance or other equitable relief without posting bond.

8.5 Jury Trial Waiver

Intentionally omitted pursuant to user mandate.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers

No amendment or waiver shall be effective unless in writing signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver of any subsequent breach.

9.2 Assignment

Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlling, controlled by, or under common control with Buyer and formed for the purpose of acquiring the Property.

9.3 Successors and Assigns

Subject to Section 9.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability

If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted, and the invalid provision reformed to reflect the Parties’ intent.

9.5 Entire Agreement

This Agreement, including all Exhibits and Schedules, constitutes the complete agreement of the Parties and supersedes all prior understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original; together they constitute one instrument. Signatures transmitted by electronic means (e.g., PDF, DocuSign) shall be deemed original and binding.

9.7 Notices

All notices under this Agreement shall be in writing and delivered by (i) personal delivery, (ii) certified U.S. mail (return receipt requested), (iii) nationally recognized overnight carrier, or (iv) email with confirmation of receipt, addressed as follows:

Seller: [SELLER NOTICE ADDRESS / EMAIL]
Buyer: [BUYER NOTICE ADDRESS / EMAIL]

Notice is effective upon receipt or refusal of delivery.

9.8 Further Assurances

The Parties agree to execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
Date: _____

BUYER:

[BUYER NAME]
Date: _____

[Optional Notary Acknowledgment Block]

11. EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of Property
• Exhibit B – Seller’s Property Disclosure (Colorado Real Estate Commission Approved Form)
• Exhibit C – Lead-Based Paint Disclosure (if applicable)
• Exhibit D – Source of Water Disclosure
• Exhibit E – Common Interest Community Disclosure (if applicable)
• Schedule 1 – Repair/Replacement Items (if negotiated)
• Schedule 2 – Personal Property Included/Excluded

[// GUIDANCE: Attach the current Colorado Real Estate Commission forms to Exhibits B–D; verify most up-to-date versions prior to delivery.]

END OF DOCUMENT