EXHIBIT E-2 - PAYMENT CERTIFICATION (FINAL)

A. I hereby certify to the best of my knowledge and belief that:

1. This Payment Certification (Final) represents a true and correct statement of the Services performed and that the services have been completed in full;

2. The Services completed under this Contract are in full accordance with the terms of the Contract Documents;

3. All Subcontractors and/or Suppliers who have performed Services on the project have been paid their proportionate share of all previous payments from LACMTA, in full;

4. This Payment Certification (Final) does not include any amounts which the Contractor intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract;

5. The Contractor, Subcontractors and/or Suppliers have no outstanding Claims related to any unreserved (settled) Claims. Further, Contractor releases and waives all unreserved (settled) Claims against LACMTA, its officers, directors, employees and Authorized Representatives;

6. Contractor has no reason to believe that any party has a valid Claim against the Contractor or LACMTA, which has not been communicated in writing by the Contractor to LACMTA as of the date of this Payment Certification (Final);

7. All warranties are in full force and effect;

8. Releases and warranties shall survive final payment; and

9. The Contractor and its principals, (i) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any governmental department or agency (federal, state, or local); (ii) have not in the past three years had one or more public transactions (federal, state, or local) terminated for cause or default; (iii) have not within the past three years been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, local) transaction or contract under a public transaction, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; and (iv) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, local) with commission of any of the offenses listed in Section (A)(5)(iii) above.

B. This Payment Certification is not to be construed as the Final Acceptance of the Contractor's, and any Subcontractor's or Supplier's performance.

C. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to LACMTA a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false Record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other criminal and/or civil remedies which LACMTA may have either under contract or law.

I certify under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct

Firm:

Signature:

Name of Certifying Official:

Title:

Date of Execution: