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MATHEWS & FREELAND, L.L.P. Jim Mathews Joe Freeland ATIORNEYSATLAW 327 Congress Avenue, Suite 300 P.O. Box 1568 Austin, Texas 78767-1568 (512) 404-7800 FAX: (512) 703-2785 January 9, 2008 Kent Mcllyar City Attorney City of Paris P. O. Box 9037 Paris, TX 75461-9037 Re: City of Paris; Legal Services Contract Dear Mr. McIlyer: This will confirm our agreement that the firm of Mathews & Freeland, L.L.P. will represent the City of Paris in discussion and negotiations with the City of Irving on a memorandum of understanding and possible water supply agreement providing for a supply of water from and through Lake Pat Mayse. Our work will be performed under your direct supervision or the supervision of other persons designated by you. Additionally, we will represent the City of Paris in any other matter requested, provided we do not have a conflict of interest. Our work on this matter will be billed on an hourly basis as described below. At the present time our firm has a fee structure ranging up to $280.00per chargeable hour for attorneys' services, depending on the individual involved, his or her level of experience and expertise and the nature of the services provided. Additionally, we utilize briefing clerks, paralegals and other support personnel to perform those tasks not requiring the time of an attorney. Briefmg clerk and paralegal time is billed at an amount not to exceed $75.00 per hour. We will submit all out-of- pocket expenses incurred f6r reimbursement, with a fifteen percent (15%) overhead charge added. Charges for other services, such as photocopies, fax transmissions and messenger services will be billed according to the attached schedule. We endeavor to have a statement of services rendered and expenses incurred by the 20th of each month. Full payment is due on receipt of the statement. Interest will be charged at the rate of 10% per arulUm on any balance not paid 60 days after the statement date. I will be the account representative and the attorney in charge of our representation. My time will be billed at the rate of$250.00 per hour. From time to time other attorneys with the firm may be assigned to some aspect of our representation, as appropriate. It is the policy of our firm to review our fee structure annually. We will notify you in writing prior to implementation of any change in our fee structure. EXHIBIT A