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., - (;9 If ~ - POWER OF ATTORNEY AND RATIFICATION OF OFFICIAL ACTS Southridge Estates Homeowners Association Water General Partnership, a general partnership, created, organized and doing business under the Texas Uniform Partnership Act - (hereinafter sometimes refeued to as the "Partnership"), having its principal place of business at 154 Park Drive, San Marcos, Texas, acting by and through its undersigned, duly authorized Maoaging Partners, hereby appoints Ruth Ann Hoch, whose address is P. O. Box 72841, Corpus Christi, Texas 78472 , as its true and lawful attorney in fact, with power and authorization to act for the Partnership and in its name, place and stead as hereinafter provided. 1. Scope of Authority. (a) Sale of Elim Water Company, Inc., Stock. The above named attorney in fact is hereby given and granted full and exclusive power and authority to hold, sell transfer and convey all of the shares of the capital stock of Elim Water Company, Inc., ("Elim") owned or controlled, or both, by the Partnership to the City of San Marcos, Texas (the "City"), to such not for profit entity or entities as the City may designate, or a combination of the City and anyone or more of such entities, for a price of $63,750.00, with full power and authority to enter into any contract or contracts for the sale of such shares of stock as said attorney in fact shall in her discretion elect, to deliver possession and ownership of such shares of stock and to execute, acknowledge and deliver in the name of the Partnership such instruments of assignment and transfer and such other agreements and instruments as may be necessary, convenient, or reasonably required by the City, for such sale, assignment and transfer of such shares of capital stock or any part thereof or interest therein. (b) Hold Harmless Agreement. Said attorney in fact is hereby given and granted full power and authority to indemnify arid hold harmless, on behalf of the Partnership, any third party who accepts and acts under this Power of Attorney, and said attorney in fact is hereby further authorized to transact with such third person to the extent of the authorities granted in this Power of Attorney in the same manner and to the same extent as the third party could transact with the Partnership. No person or entity dealing with said attorney in fact shall be required to look beyond the powers herein granted, or to the exercise thereof, or the application of any funds which may be paid to or received by said attorney in. fact upon the strength hereof, and shall be entitled to rely upon this instrument and the powers and authority herein granted. (c) Acknowledgment. Partnership acknowledges that its attorney in fact, Ruth Ann Hoch, is also the owner of shares of Elim common corporate stock and that in the same transaction for the conveyance and transfer of Partnership's interests in Elim to the City and/or its designee (s) herein authorized, said attorney in fact may convey her interests in Elim 1