SF 1438 Settlement Proposal (Short Form)

OMB Control Number: 9000-0012
Expiration Date: 01/31/2014

SETTLEMENT PROPOSAL (SHORT FORM)

Public reporting burden for this collection of information is estimated to average 2.5 hours per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for
reducing this burden, to the Regulatory Secretariat (MVCB), Office of Acquisition Policy, GSA, 1800 F Street, NW, Washington, DC 20405.
For Use by a prime Contractor or Subcontractor in Settlement of a Fixed Price Terminated Contract When Total Charges Claimed Are Less Than $10,000.
THIS PROPOSAL APPLIES TO (Check one)
A PRIME CONTRACT
WITH THE GOVERNMENT
SUBCONTRACT OR PURCHASE ORDER NO. (S)

COMPANY (Prime or Subcontractor)

SUBCONTRACT OR
PURCHASE ORDER

STREET ADDRESS

CONTRACTOR WHO SENT NOTICE OF TERMINATION
NAME
CITY AND STATE (Include ZIP code)
ADDRESS (Include ZIP Code)

NAME OF GOVERNMENT AGENCY

GOVERNMENT PRIME CONTRACT NO.

CONTRACTOR'S REFERENCE NO.

EFFECTIVE DATE OF TERMINATION

If moneys payable under the contract have been assigned, give the following:
NAME OF ASSIGNEE
ADDRESS (Include ZIP Code)

SECTION I - STATUS OF CONTRACT OR ORDER AT EFFECTIVE DATE OF TERMINATION
FINISHED
UNFINISHED OR NOT
COMMENCED
ON
HAND
PRODUCTS COVERED BY TERMINATED
PREVIOUSLY
TO
BE
PAYMENT
TO
CONTRACT OR PURCHASE ORDER
SHIPPED AND BE RECEIVED INCLUDED IN THIS COMPLETED
NOT TO BE
(Partial
THROUGH
COMPLETED
INVOICED
PROPOSAL
(a)

(b)

INVOICING
(c)

(d)

termination only)
(e)

(f)

TOTAL
COVERED BY
CONTRACT
OR ORDER
(g)

QUANTITY
$
QUANTITY
$
QUANTITY
$

SECTION II - PROPOSED SETTLEMENT
NO.
1

AMOUNT OF
CHARGE ($)

ITEM
(Include only items allocable to the terminated portion of contract)

2

CHARGE FOR ACCEPTABLE FINISHED PRODUCT NOT COVERED BY INVOICING (from SF 1428)
CHARGE FOR WORK-IN-PROGRESS, RAW MATERIAL, ETC. ON HAND (from SF 1428)

3
4

OTHER CHARGES INCLUDING PROFIT AND SETTLEMENT EXPENSES
CHARGES FOR SETTLEMENT(S) WITH SUBCONTRACTORS

5
6

GROSS PROPOSED SETTLEMENT (Sum of Items 1 THRU 4)
DISPOSAL AND OTHER CREDITS (from SF 1424, Item 27, Col.3)

7

NET PROPOSED SETTLEMENT (Item 5 less 6)

8
9

ADVANCE, PROGRESS, AND PARTIAL PAYMENTS
NET PAYMENT REQUESTED (Item 7 less 8)

List your inventory on SF 1428 and attach a copy thereto. Retain for the applicable period specified in the prime contract all papers and records relating to this
proposal for future examination.
GIVE A BRIEF EXPLANATION OF HOW YOU ARRIVED AT THE AMOUNTS SHOWN IN ITEMS 3, 4, 6, AND 7

I CERTIFY that the above proposed settlement includes only charges
allocable to the terminated portion of the contract or purchase order,
that the total charges (Item 5) and the disposal credits (Item 6) are fair
and reasonable, and that this proposal has been prepared with
knowledge that it will, or may, be used directly or indirectly as a basis
for reimbursement under a settlement proposal(s) against agencies of
the United States.

NAME OF YOUR COMPANY
BY (Signature of authorized official)
TITLE

DATE

(Where the space provided for any information is insufficient, continue on a separate sheet.)
AUTHORIZED FOR LOCAL REPRODUCTION
Previous edition is not usable

STANDARD FORM 1438 (REV. 12/2013)
Prescribed by GSA-FAR (48 CFR) 53.249(a)(5)

INSTRUCTIONS

1. This settlement proposal should be submitted
to the contracting officer, if you are a prime
contractor, or to your customer, if you are a
subcontractor. The term contract as used
hereinafter includes a subcontract or a purchase
order.

necessary and are properly allocable to the
terminated portion of your contract under the
recognized commercial accounting practices,
including direct and indirect manufacturing, selling
and distribution, administrative, and other costs
and expenses incurred.

2. Proposals that would normally be included in
a single settlement proposal, such as those based
on a series of separate orders for the same item
under one contract should be consolidated
wherever possible, and must not be divided in
such a way as to bring them below $10,000.

b. SETTLEMENT WITH SUBCONTRACTORS Reasonable settlements of proposals of
subcontractors allocable to the terminated portion
of subcontract. Copies of such settlements will be
attached hereto..

3. You should review any aspects of your
contract relating to termination and consult your
customer or contracting officer for further
information. Government regulations pertaining to
the basis for determining a fair and reasonable
termination settlement are contained in Part 49 of
the Federal Acquisition Regulation. Your proposal
for fair compensation should be prepared on the
basis of the costs shown by your accounting
records. Where your costs are not so shown, you
may use any reasonable basis for estimating your
costs which will provide for fair compensation for
the preparations made and work done for the
terminated portion of the contract, including a
reasonable profit on such preparation and work.
4. Generally your settlement proposal may
include under Items 2, 3, and 4, the following:
a. Costs - Costs incurred which are reasonably

c. SETTLEMENT EXPENSES - Reasonable
costs of preparations you have made and work
you have actually done for the terminated portion
of your contract. No profit should be included for
work which has not been done, nor shall profit be
included for settlement expenses, or for
settlement with subcontractors.
d. PROFIT - A reasonable profit with respect to
the preparations you have made and work you
have actually done for the terminated portion of
your contract. No profit should be included for
work which has not been done, nor shall profit be
included for settlement expenses, or for
settlement with subcontractors.
5. If you use this form, your total charges being
proposed (line 5), must be less than $10,000. The
Government has the right to examine your books
and records relative to this proposal, and if you
are a subcontractor, your customer must be
satisfied with your proposal.

STANDARD FORM 1438 (Rev. 12/2013) BACK