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~ t~1 POWER OF ATTORl~Y AND RATIFICATION OF OFFICL\L ACTS We, Kenneth DO\.vning and Robbie Downing, ("Downing"), husband and wife, residing at 5818 South Old Bastrop Highway, San Marcos, Texas, hereby appoint Ruth Ann Hoch, whose {-- address is P. O. Box 72841, Corpus Christi, Texas 78472, as our true and lawful attorney in fact, I I with power and authorization to act for us in our name, place and stead as hereinafter provided. 1. Scope of Authority. (a)" Sale ofElim Water Company, Inc., Stock. We were the owners of Debenture No. 62, issued by EEm Water Company, Inc. ("Elim"), which debenture, with our consent, was converted to one share of Elim common corporate stock on or about September 25, 1996, and which share of stock is free and clear of any encumbrances or liens and constitutes the only interest in Elim o\vned, possessed or controlled by us. The above named attorney in fact is hereby given and granted full and exclusive power and authority to hold, sell, transfer and convey on our behalf said share of the capital stock of Elim, together with any and all other , interests in Elim owned or controlled or both by us to the City of San Marcos, Texas ("City"), to j . such not for profit entity or entities as the City may designate, or a combination of the City and L anyone or more of such entities, for a price of $4,250.00, with full power and authority to enter into any contract or contracts for the sale of such share of stock to the City and/or such municipal designee(s) as said attorney in fact shall in her discretion elect, to deliver possession and ownership of such share of stock, to execute, acknowledge and deliver in our name 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 1