Distribution Agreement - Jamba Juice Co. and Southwest Traders Inc.
A. JJC is an operator and franchiser of retail smoothie and juice stores.
B. Distributor is a warehouser and distributor of dry, chilled and frozen food service products ("Products").
C. The parties desire to enter into a business relationship on the following terms and conditions.
"Distributor" shall mean Southwest Traders Inc.
"Company Store" shall mean a store owned or operated by JJC.
"Day Deliveries" shall mean deliveries that are made between 6:00 a.m.-11:00 a.m. or between 1:00 p.m.-9:00 p.m.
"Default" shall mean the material failure by either party to meet any of the terms set forth in this Agreement.
"Delivered Cost" shall mean the sum of Landed Cost and the applicable distributor "mark-up".
"Delivery Performance Standard" shall mean Distributor's truck and driver's obligation to arrive prepared to deliver Orders within two (2) hours of the scheduled delivery time.
"Distribution Territory" shall mean the States of California, Arizona, Nevada, Colorado, Utah, Idaho, New Mexico, Wyoming, Oklahoma, and Texas.
"Franchised or Licensed Store" shall mean a store operated by an entity other than JJC pursuant to a license agreement or franchise agreement between JJC and that party.
"Full Case" shall mean the case in which Distributor receives the Product from the vendor.
"General Inventory" shall mean Product that is currently stocked by Distributor and not at the special request of JJC.
"Hardpack Tubs" shall mean frozen yogurts, sherbets, sorbets, and ice cream/ice milks packed in bulk containers.
"Incremental Product Cost" shall mean the cost differential between the original delivered price of an item and the delivered price of a substituted item.
"Inventory" shall mean General Inventory, JJC Critical Inventory, JJC Proprietary Inventory, Obsolete/Dead Inventory and Slow Inventory.
"IQF" shall mean individually quick-frozen, a process used for fruit and vegetables to preserve the Product.
"Isolated Stores" shall mean Stores located more than 250 miles from the closest distribution center of Distributor.
"JJC Critical Inventory" shall mean all Hardpack Tubs, juice concentrates, IQF fruit, soymilk, fresh produce, frozen bread products, and proprietary straws, cups, lids and napkins.
"JJC Proprietary Inventory" shall mean Product that is labeled or printed with the Jamba Juice logo, which is not to be sold to any customer other than the Stores, or which is purchased at the request of JJC and not otherwise stocked by Distributor.
"Key Drop Deliveries" shall mean deliveries completed via key drop between the time of the Store closing (or 9:00 p.m., whichever is earlier; except for any Store that normally has significant sales volumes after 9:00 p.m., then the time will be 10:00 p.m.) and Store opening (or 6:00 a.m., whichever is later).
"Landed Cost" shall mean the Product cost F.O.B. origin plus inbound freight costs to Distributor's distribution center, as may be adjusted as provided in this Agreement, excluding early pay discounts, spoilage and other allowances.
"Month" shall mean a calendar month.
"Obsolete/Dead Inventory" shall mean Products that do not move in a sixty (60)-day period from the date of receipt by Distributor or that have been discontinued by JJC.
"Orders" shall mean orders for Product submitted to Distributor by JJC.
"Other Distributors" shall mean other Distribution Company's in which JJC is currently utilizing for service to its' stores.
"Product(s)" shall mean all products purchased by JJC under this Agreement.
"Service Levels" shall mean a fraction, expressed as a percentage, whose numerator is the total number of items in an Order actually received and whose denominator is the total number of items in an Order.
"Slow Inventory" shall mean Products that move five Full Cases or less within a 30-day period.
"Stores" shall mean, individually or collectively, Company Stores and/or Franchised or Licensed Stores, as the context so permits or requires.
"Supply" or "Supplying" has the meaning given to those terms in Section 2.
"Business Day" shall be Monday - Friday, from 8am to 5pm.
"Extreme Remote Location" shall mean any store that is 300 miles or more away from any other JJC store.
2.1 Distribution for Company Stores. During the term of this Agreement, Distributor shall be the exclusive purchaser, warehouser, and distributor of all Products (with the exception of test items, equipment, marketing items and uniforms), as needed, to JJC Stores for the Distribution Territory. Distributor's services shall include the purchase, warehouse, and distribution of Products to meet the requirements of JJC for sale in the Company Stores as described herein. (hereafter, "Supply" or "Supplying").
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH MOUNTS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
applicable terms of the agreement with the Store; provided, that Distributor shall first have given written notice thereof to JJC and allowed JJC a reasonable time period (not to exceed 30 days) to contact the Franchised or Licensed Store for purposes of correcting such failure. Distributor acknowledges and agrees that JJC shall not have any liability or responsibility for any obligations of a Franchised or Licensed Store to Distributor, including, without limitation, for payment for Products Supplied to Franchised or Licensed Stores. Any failure of a Franchised Partner store to meet Credit Terms as established in section 5 of this agreement may be placed on C.O.D. terms. If a store fails to meet the requirements under C.O.D. terms, then the store can be placed on a prepayment basis.
2.3 Appointment of Liaisons. Distributor and JJC shall each designate a managerial level person as a designated liaison to facilitate the performance of this Agreement.
2.4 Master Distribution Relationship. Distributor will act as a "Master Distributor" by consolidating shipments to remote, smaller distribution centers, in which SWT is selling inventory to a third party distributor. For Hawaii shipments, the following fee schedule will apply: Full container pick up at Distributor FOB point [****]; delivered to dry dock full truck load will be at [****]; full truckload frozen will be at [****]. For shipments to other JJC approved Distribution Centers: inventory will be charged a [****] mark-up.
Product will be verified at time of delivery to California forwarder. The load becomes the responsibility of freight forwarder once invoice is signed by freight forwarder.
This Agreement shall commence for all Distribution Territories (excluding Texas and Oklahoma territory) on October 1, 2004 and continue for a three-year and 3 month period ending December 31, 2007 (Texas and Oklahoma Territories will commence on December 13, 2004 for a three-year period ending December 31, 2007) or, if the term of this Agreement is extended pursuant to the immediately succeeding sentence, until December 31, 2009. JCC shall have the right, as mutually agreed upon, exercisable upon written notice given to Distributor on or before September 30, 2007, to extend the term, all in accordance with and subject to the terms and conditions hereof, for an additional two-year period commencing January 1, 2008 and continuing until December 31, 2009.
4. PRICING POLICIES AND PRICE LISTS.
This Section sets forth the basic pricing, applicable discounts and price reporting. No changes shall be made to any of these provisions without the prior written approval of the JJC Chief Financial Officer or the JJC Director, Supply Chain Management. Distributor agrees to offer the same pricing and discounts it provides to JJC to each of the Franchised or Licensed Stores.
4.1 Directed Pricing. JJC will provide a "Directed" pricing model to the Distribution Center on or about the 20th of each month, in which contracted products are listed with FOB origin, inbound freight, landed costs and delivered pricing to the stores for said month.
Distributor's request for updates to pricing must be submitted to JJC's Contract Compliance Coordinator no later than the 15th of the month prior to the month they will take affect.
Distributor agrees to sell all Products as calculated in the "Directed" pricing model, using Distributor's Landed Cost plus "standard mark-up" percent.
It is the Distributors responsibility to review the information for accuracy and to report any discrepancies within three Business Days of receipt of directed pricing. All pricing for that month shall remain fixed with no variability in an effort to ensure consistent cost of goods and invoice accuracy. All JJC's non-contracted items may be reviewed and submitted to JJC for pricing updates on a monthly basis.
In the event of unstable pricing due to the enactment of "act of god clauses", pricing will be adjusted on an "as need basis." JJC and Distributor will work together to determine fair and equitable pricing.
Distributor shall have the right of first refusal to match the delivered cost to JJC Stores for products that are not delivered by Distributor, which shall remain firm for the duration of that specific contract. Any changes to the above pricing formula must have the prior written approval of the JJC's Director of Supply Chain Management.
(a) Ordering Discounts. Single Invoices exceeding [****] receive a [****] discount, taken immediately on the respective invoice.
(b) Minimum Order Surcharge. Order's not meeting the minimum order requirement of [****] will be assessed a surcharge of [****] per dollar, for every dollar short of the minimum. These surcharges are not to exceed [****], and will not be applied to emergency orders, or off day orders, that are subject to the unscheduled delivery surcharges.
(c) Missed Delivery Charge. In the event that a store has signed up for 2 or 3 times a week delivery, and the 2nd or 3rd delivery is not utilized, the store will be charges [****] for missing a scheduled delivery.
(d) Restocking Fee. There will be a [****] restocking fee applied to any Store that returns items that were ordered and delivered or on truck to be delivered.
(e) Committed Delivery Schedules. Stores must commit to a specified delivery schedule, in which adjustments can be made to their schedule on a system wide basis twice per year. The available committed delivery schedules and periods consist of one (1), two (2), or three (3) day per week delivery schedules fixed for one or more of the following periods: March-October; October-March. Distributor will notify each Store in at least two (2) weeks prior to the start of each period of its option to submit in writing to Distributor its delivery schedule commitment for the subsequent period. If a Store does not submit a delivery commitment notice to Distributor prior to the start of a period, then the delivery schedule from the preceding period will apply. Stores may change their delivery commitment once during each period without charge or other penalty and Distributor may request a change to a Store's delivery commitment, as long as the change does not adversely affect the Store.
(a) Directed Pricing Worksheet. On or before the twentieth (20)th day of each Month, JJC shall provide the Distributor with "directed pricing" for the up-coming months order guide. The Distributor shall complete the template by inserting expected pricing for the up-coming month and then send the template to JJC's Contract Compliance Coordinator via email. All variances to JJC's Directed Price must be approved prior to producing an order guide. Once prices are agreed upon, the price for all Products designated by JJC in the Directed Pricing model shall be in effect for the entire following Month starting on the first day of that Month.
(b) Customized Order Guides. Distributor agrees to provide monthly-customized order guides for Stores as requested by JJC. Distributor will deliver to each Store a copy of the order guide by the first day of each Month.
FOB pricing in Arizona to begin no later than January 1, 2006.
FOB pricing in Houston, TX will be authorized at which time store growth allows for sustainable Full Truck Load (FTL) purchasing brackets.
(d) Mark-up Review Trigger. As protection against margin diluting due to average cost of goods dropping, a review of current case cost by market area will be done periodically and a drop greater than [****] will trigger a review to determine if margin needs to be enhanced to allow Distributor to equal the GP dollars afforded at the beginning of this contract.
(e) Product "transfer" pricing. Products that are "transferred" between Distributors' own facilities will be at the sole expense of the distributor, unless specifically requested by JJC. If JJC requests inventory to be "transferred", the following fees schedule will apply: (i) Regular transfers between Temecula and Sacramento will be priced at a [****] mark-up (ii) Emergency transfers at the request of JJC or JJC vendors between Temecula and Sacramento will be priced at [****] per pallet unless otherwise mutually negotiated, at time of emergency, at a common carrier competitive rate (iii) Regular transfers from Temecula to Denver or Dallas will be based on a "carrier quote." In the event Distributor exercises the option to utilize its' own trucks, the transfer fee will be based on "full truck load" pricing.
Mark-up fees will not apply to "transfers" made to any non-recognized FOB points. Currently, Houston and Arizona are handled at Distributors' expense.
right, during regular business hours, for the duration of this Agreement and for two (2) years thereafter, to examine and audit, and make extracts from, such books of account and records and all other documents and material in the possession or under the control of Distributor with respect to the subject matter and the terms of this Agreement. All such books of account, records and documents shall be kept available by Distributor for at least two (2) years after the end of the period to which they relate.
All JJC Franchisees will complete the Distributors credit application and all related paperwork. Credit terms for stores with no outstanding balances are net twenty (20) day terms from the date of delivery. The Distributor may require JJC to make payments on a C.O.D. basis in the event JJC's average outstanding accounts payable to the Distributor exceeds thirty (30) days. In the event that JJC accounts payable to the Distributor is not within terms, no discounts or rebates will be issued to JJC.
Distributor shall issue a [****] discount on payments made within fifteen (15) days, provided there are no past due balances due from JJC.
6.1 Delivery Schedule. Distributor shall provide Stores with one (1), two (2) or three (3) deliveries per week.
6.2 Delivery Method. Distributor shall deliver Products to the Stores with trucks predominantly dedicated to the Products. Stores unable to accept a Key Drop delivery will have Day Deliveries. Distributor may from time to time utilize common or other delivery services (for example, UPS or Federal Express) to ship Product to the Stores as long as the Delivered Cost is equal to or less than the Delivered Cost then in effect for the Product. Any increase in Delivered Cost as a result of utilizing an alternative delivery system must be approved in writing by JJC Purchasing prior to invoicing.
6.3 Order Procedure. All Orders will be faxed or called into Distributor by the mutually agreed-upon cut-off time (Distributor's cut-off time is Noon). Ordering deadlines may be varied by region, and may be adjusted as necessary with mutual agreement in order to accommodate increased Store ordering activity. A late fee of $25.00 shall be added to Orders that a re received after the applicable deadline, unless Distributor caused the delay. Distributor shall offer a toll-free 800 number for placing Orders and for responding to customer service issues.
sales representative at a managerial level for JJC who will have no involvement with any other retailers that have juice and/or smoothies as their core business. Distributor's sales representative will be available 12 hours a day by a toll-free 800 number pager. Response time will be within two (2) hours Monday through Friday, between 8:00 a.m. and 6 p.m., and within four (4) hours on weekends, after hours, and holidays. Distributor shall provide Jamba Juice Company corporate offices restricted remote access to Distributor computers specifically for the purpose of accessing velocity and Inventory data regarding Store activity.
6.5 Day Deliveries. For Day Deliveries, there will be a two-hour delivery window from the scheduled delivery time. No deliveries to be made between the hours of 11:00 a.m. and 1:00 p.m., unless agreed to be store management. Should Distributor fail to deliver within such two-hour window, or deliver less Product than ordered to the Store, Distributor will pay Incremental Product Costs that the Store incurs, plus $10.00, to cover the shortage (Incremental Product Costs will be limited to a maximum usage for a normal 24-hour period). The Distributor's driver will be responsible for bringing the product into the store and placing the cases near their respective storage areas. The driver must check in the order with store personnel and verify invoicing accuracy. The driver must note all discrepancies on the invoice prior to obtaining a team member's signature.
The parties may by mutual written agreement, change the scheduled delivery windows from time to time. Distributor will communicate needed changes on the delivery schedule to the Stores in writing at least one week prior to any change. Any major changes to delivery schedules must be communicated to JJC Manager of Supply Chain and Logistics for review and approval at least two weeks in advance of any proposed change.
All "day drop" deliveries, in which the driver has missed their delivery window, will be subject to the requirements of a "key drop" delivery. The driver will be responsible for putting the product on the shelves. We anticipate that stores routinely have product rotated and prepared for day deliveries.
(a) Delivery Procedures. For Stores participating in Key Drop Deliveries, Distributor's driver will be responsible for delivering all freezer and chilled Products into the respective walk-ins via dolly, and shall stock Products on the shelves. All dry Products are to be placed together in the storage areas located in the back of each Store. Store management is responsible for preparing walk-in units for deliveries by moving all existing merchandise to the front of the walk-ins. When space is not available or Product has not been properly rotated prior to the delivery, Distributor's driver may place Product on the floor of the walk-in. If Distributor's driver is not able to make a scheduled delivery to a Store due to the fault of a JJC employee (i.e., locks or security codes changed without informing Distributor in advance), JJC will pay Distributor [****], plus any applicable non-scheduled delivery surcharge for returning to the Store to make the delivery.
All "key-drop" deliveries, in which the driver has missed their delivery window, will continue to be subject to the above requirements.
(b) Honor System. Stores participating in Key Drop Deliveries will receive Product on an honor system. Any invoice or delivery discrepancies shall be brought to the attention of Distributor within four hours after the Store opening on the following day, and any credit will be reflected on the invoice for the following regular delivery date.
(c) Access Security. If a driver leaves a Store unlocked after a Key Drop Delivery, leaves keys in the lock or leaves a security system unarmed, Distributor will be charged [****] for each instance. The charge will be waived if the driver is not able to set an alarm due to a system malfunction or other cause beyond the reasonable control of the driver. The driver shall immediately inform Distributor's Customer Service and the Store manager of such problem. The [****] charge will not be waived if the driver fails to timely notify such parties. If a Store experiences theft, burglary, vandalism or other loss as a result of a driver's failure to secure a Store, Distributor will be liable for any resulting losses or damages to person or property.
6.7 Delivery Access. JJC shall ensure that Company Stores shall provide reasonable delivery access for Distributor's drivers. Reasonable delivery access shall include parking for a truck with a minimum twenty-eight (28) foot trailer within one hundred fifty (150) feet of the Store's receiving door and the ability to utilize a standard ice cream cart and/or dolly for making deliveries. Any Store that does not provide the aforementioned access is subject to a fair and reasonable delivery surcharge that is to be negotiated with JJC prior to the Store opening. Distributor shall inspect all new Store locations prior to accepting the Store's opening Order and notify JJC Manager of Supply Chain and Logistics if a delivery surcharge is applicable.
6.8 Off-Day Delivery/Emergency Orders. Off-Day Delivery/Emergency Orders. Stores may request an unscheduled off-day delivery. For Stores other than Isolated Stores (i) all non-scheduled Sunday deliveries will be assessed a [****] surcharge and all non-scheduled deliveries made Monday through Saturday, that can be accommodated on a regularly scheduled route, will result in a [****] surcharge and (ii) all emergency Orders for same day delivery must be placed by 9:00 a.m. and will be subject to a [****] surcharge. For Isolated Stores (i) all non-scheduled Sunday deliveries will be assessed a [****] surcharge and all non-scheduled deliveries made Monday through Saturday, that can be accommodated on a regularly scheduled route, will result in a [****] surcharge and (ii) all emergency Orders for same day delivery must be placed by 9:00 a.m. and will be subject to a [****] surcharge, or applicable third party freight costs if Distributor is unable to accommodate the delivery on its own equipment. A DM or GM must approve any charges exceeding [****], and approval must be submitted in writing (either via e-mail or fax). If a Distributor is able to UPS or airfreights overnight the necessary items, the [****] surcharge will be waived and the Store will only be charged the related UPS or airfreight fees.
(a) JJC Critical Inventory-Shortages Caused by Distributor. Shortages of JJC Critical Inventory caused by Distributor will be handled in the following manner. If a Store is not able to wait for the next scheduled delivery, shortages will be remedied by Distributor and resolved at Distributor's sole cost as quickly as possible but within a maximum of six (6) hours, except for Isolated Stores where the maximum will be twenty four (24) hours for such Stores. "Extreme Remote Locations" will be remedied within a maximum of forty-eight (48) hours. Should Distributor fail to deliver JJC Critical Inventory within a 24-hour period, unless otherwise noted, it may be held financially responsible for lost sales (documented via Store historical sales records) for any lost sales that Store may incur.
(b) All Other Shortages. All other Product shortages will be resolved within 24 hours at the cost of the party responsible for the shortage. Should Distributor fail to meet this commitment, Distributor shall reimburse Incremental Product Costs, plus [****], that the Store incurs to cover the shortage. The Incremental Product Cost will be limited to a maximum usage of a normal 24-hour period.
(c) Expedited Orders. If the Distributor has run out of product at the Distribution facility due to poor inventory management, inadequate safety stocks, etc. it is Jamba's expectation that product will be Expedited (air freight, etc.) to ensure no interruption of service, at the Distributor's expense.
The Distributor will expedite critical items when it is not an error on the part of the Distributor. Jamba will support the Distributor in identifying who the responsible party shall be for costs surrounding redelivery, deliveries may be done by a third party carrier at which time the responsible party will be billed by the Distributor once the third party carrier invoices the Distributor.
6.10 New Stores. JJC agrees to inform Distributor in writing at least thirty (30) days in advance of each new Store opening within the Distribution Territory. New Stores will place their opening Orders with Distributor at least ten (10) days prior to the requested delivery date and Distributor will confirm the opening Order delivery date three (3) days prior to the delivery. Any change by the Store to the opening Order delivery date once the Order has been placed with Distributor must be made at least two (2) days prior to the opening Order delivery date or the Store shall be subject to a one-time special handling charge of [****].
7.1 Service Level. Distributor shall maintain a minimum Service Level of 99.5% on JJC Critical Inventory and 99.0% on all other Inventory, unless due to: (i) a negligent or wrongful act or omission on the part of JJC, or (ii) mechanical failure beyond the reasonable control of Distributor or (iii) unusual and unexpected traffic conditions (e.g., "sig alert" conditions) (iv) failure on behalf of Jamba Juice vendors to deliver based upon specific delivery dates.
7.2 Delivery Performance Standard. Distributor shall maintain a Delivery Performance Standard of 98.5% for On-time deliveries; 98.5% for Deliveries without Complaint; 80% Perfect Order Rate; +/- 0.5% aggregate Inventory Accuracy per item. Failure to meet the Delivery Performance Standards will be evidenced by a copy of the invoice relating to the delayed delivery, with a brief explanation of why delivery was late, signed, time noted, and dated by the Store Manager.
7.3 Performance Review. Distributor and JJC shall review Distributor's actual performance against the Service Level and the Delivery Performance Standard on a quarterly basis. Failure by Distributor to meet the Service Level and/or the Delivery Performance Standard for two (2) consecutive quarters shall constitute an incurable Default and will result in (i) JJC's right to cancel this Agreement without penalty to JJC pursuant to Section 24 and 25 hereof, and (ii) at JJC's option, transfer of the Inventory to JJC's designated agent at Distributor's Landed Cost without mark-up following thirty (30) days' notice to Distributor.
7.4 Service Contacts. The Distributor will offer a toll-free number for placing orders and customer service issues. The Distributor agrees to provide a customer service representative for the JJC account. The Distributor will provide JJC store management with a list of contact telephone numbers to reach someone after hours or for emergencies.
7.5 No substitutions. will not be permitted without the prior approval of JJC. The purchase price for any substituted items, provided the substitution is the result of an error by Distributor, shall be based upon the lower of (i) the Landed Cost of the substituted item, or (ii) the Landed Cost of the original item ordered. If the substitution is the result of a negligent or wrongful act or omission on the part of JJC or other causes beyond the reasonable control of Distributor, then the purchase price shall be Distributor's Landed Cost plus the applicable mark-up as provided in Section 4.
immediately upon the request JJC. For purposes of this Agreement, "Confidential Information" shall mean the following, whether in written, oral, electronic, or other form: any and all trade secrets, technology, knowledge, designs, concepts, ideas, information, formulas, patterns, compilations, programs, devices, methods, techniques or processes that derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use, including, but not limited to, any study, plan, report or data pertaining to JJC, any information about JJC's products, methods of doing business, profit or sales, information about markets, information about customers, and all other matters concerning JJC's business methods, and information that Distributor develops, assists in developing, or discovers as a result of its relationship with JJC.
The obligations set forth in the immediately preceding paragraph shall not apply to Confidential Information to the extent that Distributor can demonstrate that such Confidential Information: (i) has been in Distributor's possession prior to disclosure to it by JJC; (ii) has been approved for release by written authorization of JJC; (iii) is or becomes part of information in the public domain through no fault of the Distributor; or (iv) properly comes into the possession of Distributor from a third party not under any obligation to maintain the confidentiality of such Confidential Information. In addition, Distributor may disclose Confidential Information pursuant to a judicial or other government order, in which case the Distributor agrees to notify JJC prior to making any disclosure so that JJC may seek other legal remedies to maintain the confidentiality of such Confidential Information and to comply with any protective orders obtained by the JJC with respect to such disclosure.
Distributor shall ensure that all its employees and sub-contractors pursuant to this Agreement (if any) who have access to any Confidential Information shall be made aware of and subject to these obligations.
(a) Certain Acknowledgments by Distributor. Distributor recognizes and acknowledges that (i) JJC considers that various information regarding its supply chain and distribution system is confidential and proprietary information of JJC, including, without limitation, information regarding procedures, techniques, methodologies, vendors, pricing, products, ingredients, packaging, delivery frequency and related know-how, (ii) during the course of Distributor's engagement, JJC will either disclose certain of this confidential and proprietary information to Distributor, Distributor will observe or have access to such information and/or JJC will devote significant resources in educating Distributor about such confidential and proprietary information as such information will, by its very nature, need to be used by Distributor to provide its services hereunder, all of which Distributor has agreed to maintain in confidence under Section 8, (iii) such confidential and proprietary information represents a competitive advantage of JJC vis-�-vis its competitors, and (iv) if such confidential and proprietary information provided to Distributor hereunder were, directly or indirectly, disclosed to or used by Distributor for the benefit of a competitor, that JJC's business would be adversely affected. Distributor further acknowledges that JJC's business is operated on a national scope, and that it intends to rapidly expand into additional markets within the United States and internationally, and that, accordingly, its interests in protecting its confidential and proprietary rights are not limited to the markets it presently serves.
(b) Representations and Covenants with Respect to Exclusive Dealings. Based on the acknowledgements set forth above, and in order to induce JJC to enter into this Agreement, Distributor: (i) represents and warrants to JJC that, except as disclosed on Exhibit A hereto, as of the date of this Agreement Distributor does not provide, directly or indirectly (e.g., through an affiliate or otherwise) any distribution services in any geographic area to companies (each, a "Direct JJC Competitor") operating multiple-unit restaurants (whether company owned, licensed and/or franchised) consisting of more than ten units and whose sales from its fresh juice and/or blended smoothies are in excess of 10% of its overall annual sales (each such company disclosed on Exhibit A being referred to as a "Permitted Exception"), and (ii) agrees that this Agreement shall be an exclusive dealings agreement in the quick service restaurant industry segment occupied by JJC, insofar that, during the term of this Agreement, Distributor will not, directly or indirectly, provide any distribution services to Direct JJC Competitors in the United States, other than to the Permitted Exceptions and only to the extent allowed under this Section. If Distributor has disclosed any Permitted Exceptions, Distributor shall not be in violation of this Section if it provides distribution services to the Permitted Exceptions, provided, however, that (i) Distributor shall not renew or exercise any option to renew any agreement (written or oral) with the Permitted Exception beyond its current stated term, (ii) in the case of any agreement (written or oral) with a Permitted Exception that does not have a stated term, Distributor will discontinue providing services under the agreement within 16 months from the date hereof, and (iii) Distributor shall not amend, modify or waive any provision thereof that would have the effect of extending the term, expand the scope (geographic, or otherwise) of the agreement, or which would otherwise have the effect of circumventing the provisions of this Section.
9.2 No Restrictions. Distributor shall not, during the Term, enter into an agreement with, or negotiate with, any other company, firm, or entity with regard to a business relationship that would prohibit or adversely affect Distributor's ability to fully perform its obligations hereunder during the Term or upon a renewal of this Agreement.
10.1 Inventory Levels. Distributor will allow Inventory levels up to thirty (30) days of average usage on-hand and issue purchase orders as needed. Distributor agrees to allow seven (7) weeks inventory in FOB Dallas and (6) weeks inventory in FOB Denver in order to facilitate FTL pricing. In the event that JJC's growth plans fall behind after the first year in the Denver market, JJC and Distributor will review and identify selected items that may need to be ordered in LTL.
JJC agrees to inform Distributor at least four (4) weeks prior to the implementation of any new Products, Products, which will be discontinued, and Products, which are to be featured in a promotion that would affect Distributor purchasing activity. JJC agrees to assist Distributor in determining purchasing levels by providing projections of JJC's needs for new Inventory, including promotion projections.
JJC recognizes that it is Distributor's goal to have inventory turns occur every 15 days in California and 45 days in all other Distribution Centers over the next 3 years.
(a) JJC Proprietary Inventory. JJC will complete and submit to Distributor a JJC Proprietary Inventory request form prior to introduction of new Proprietary Inventory. JJC will use its commercially reasonable efforts to require that vendors providing JJC Proprietary Inventory will maintain adequate floor stock inventory to satisfy JJC's usage requirements. JJC Proprietary Inventory held by Distributor over sixty (60) days will be subject to a warehousing fee of one percent (1%) to be added to the Landed Cost of such Inventory for each thirty (30) day period that the Inventory is stored beyond sixty (60) days. For purposes of calculating the warehousing fee, Inventory is assumed to be accounted for by the FIFO method.
(b) Vendors. JJC will use its commercially reasonable efforts to (i) cause its vendors to complete a Distributor vendor packet as specified by Distributor, if requested by Distributor and (ii) ensure that the Product specifications set forth in the vendor packet are provided to Distributor on all requested items. JJC agrees to negotiate in good faith with all private label JJC vendors to have the UPC codes printed on all cases for JJC private label items, (iii) JJC will require that all specified vendors complete all necessary paperwork required by the Distributor.
(c) Notice of New Products. JJC will provide at least twenty-four (24) hours from the time of receipt at Distributor's warehouse(s) of any new Product before such new Product is required to be picked for delivery.
(d) Risk of Loss. All Inventory held by Distributor is the responsibility of Distributor while in Distributor's possession. Distributor shall bear the risk of loss and shall be financially responsible for any lost, damaged, or stolen Products prior to delivery to Stores.
(e) Obsolete/Dead Inventory. JJC will review any Obsolete/Dead Inventory reports provided by Distributor and will provide instructions to Distributor for disposition of Obsolete/Dead Inventory within sixty (60) days of notification. Any Products constituting Slow Inventory for four (4) or more months will be considered Obsolete/Dead Inventory.
(f) Store Inventory Levels. JJC agrees to encourage Store management to maintain adequate Store Inventory levels to minimize the need to place emergency Orders.
(g) Disposition of Inventory upon Termination of Agreement. Upon termination of this Agreement, JJC shall be financially responsible to purchase all Inventory brought in and stocked at Distributor to fulfill JJC needs, not to exceed the financial exposure outlined below. JJC, at its election, will utilize one or a combination of the following options to resolve all Inventory issues upon termination of this Agreement: (1) JJC will purchase all Inventory in stock at Distributor's Landed Cost, plus [****] (Landed Cost multiplied by [****]); (2) JJC will pay Distributor's Landed Cost plus [****] (Landed Cost multiplied by [****]) for Inventory in stock and pay Distributor for any reasonable costs incurred to dispose of the Products; assuming that all acceptable inventory control standards have been maintained (3) JJC or a party designated by JJC will pick up the Products in stock at Distributor's warehouse(s), and will pay Distributor's Landed Cost plus [****] (Landed Cost multiplied by [****]). One or more of the above options must be executed within thirty (30) days of the termination of this Agreement. Payment terms for the options are net fifteen (15) days upon credit approval, unless different arrangements are agreed upon in writing. JJC's total financial exposure for each Product stocked shall be limited to the greater of (i) Inventory balances not exceeding thirty (30) days of the trailing six months' average usage, (ii) the total amount of promotional Inventory purchased according to written authorization from JJC Purchasing or (iii) [****] of the minimum Order, but not to exceed the Landed Cost of Product on-hand and on-order. This Section shall survive termination of this Agreement.
Distributor will be responsible for the reasonable cost of repair or replacement to JJC buildings or equipment if the damage occurred as a direct result of an accident caused by, or negligence of Distributor's employee. JJC agrees to notify Distributor immediately via telephone followed by written notice within five (5) days in the event of any damage occurrence.
The Distributor guarantees that all merchandise is fresh and saleable upon delivery. If at the time of delivery the Product does not meet industry standards, JJC may return the Product with Distributor's driver for credit. Claims for items being returned from prior deliveries must be made within twenty-four (24) hours from the date of delivery. These items must be clean and free of all markings, and in their original containers. The Distributor shall credit JJC with the delivered cost of any such returned Products and such credit shall be reflected on a credit memo to be mailed within five (5) business days posted to the account of claim.
Approval from the Distributor Customer Service Department must be received to return any items, which do not meet the specifications stated above. If spoilage occurs before the expiration date of the Product, the Distributor will not be responsible for crediting JJC Stores for any Product that does not hold until its code date, or have manufacturer defects. The Distributor will assist in handling these spoilage issues with the appropriate vendors for JJC but will not be financially responsible.
Title to all Inventories shall pass upon delivery to the JJC Stores. The Distributor shall bear the risk of loss, damage, or destruction of all Inventories, until title passes.
The Distributor will assign to JJC all assignable rights against manufacturers and suppliers of goods supplied to JJC by Distributor under warranties and indemnifications the Distributor receives from such manufacturers and suppliers. The Distributor agrees to cooperate with JJC, at JJC's sole cost and expense, in the enforcement of any such warranties or indemnifications against manufacturers or suppliers. The Distributor represents that, to the best of its knowledge, all Products supplied to JJC by the Distributor shall conform to applicable specifications, brands, samples, or other rendered descriptions, shall be pure and unadulterated and of the quality specified by JJC, and shall be merchantable and fit for the purpose for which they are intended. It is understood that the Distributor is only responsible for such defects, which it has or should have knowledge of, based on its relationship with the vendor, it being understood that the Distributor is not the manufacturer of any of the Inventory.
The Distributor shall use its best efforts to timely perform each and every obligation it has under this Agreement. The Distributor shall not grant to any third party a security interest or lien in the Products or other property in Distributor's possession by Distributor for JJCs benefit, or permit any lien, charge, encumbrance or security interest whatsoever to exist on the Products, or any other property owned by JJC and in Distributor's possession. The Distributor shall comply with all applicable federal, state, and local laws and regulations.
Distributor does hereby save and hold JJC harmless of and from and indemnify it against any and all losses, liability, damages and expenses (including reasonable attorneys' fees and expenses) which it may incur or be obligated to pay, or for which it may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Distributor or any of its officers, directors, shareholders, agents, licensees, franchisees, agents, or employees (each an "Indemnified Party") in connection with Distributor's performance of this Agreement, including, without limitation, in connection with any negligent act or omission of Distributor with regard to Inventory that results in any loss, cost, expense, liability, or damage to an Indemnified Party.
JJC may from time to time negotiate special vendor rebates based on JJC volume usage. Distributor will assist JJC in collecting such funds as necessary.
The Distributor shall carry at its own expense during the entire term of this Agreement commercial general liability insurance, including Workmen's Compensation Insurance and blanket contractual liability coverage, with a combined single limit of not less than [****] for personal injury and property damage, which shall be written by an insurance company acceptable to JJC and naming Jamba Juice Company, their franchise and licensee partners, as co-insured on such policy, with proof of such insurance provided to JJC within thirty (30) days of Agreement date. Any such policy shall include a provision for thirty (30) days' written notice to JJC the event of any pending material change or cancellation of such insurance.
California Workers Compensation Rate Adjustment: Workers Compensation Rate surcharge will be added to each invoice when rate is at [****]. This is based on the California rate not on Distributor individual company mod. Jamba will have no financial responsibility over a [****] mod.
Workers Compensation Rate will be reviewed and adjusted annually.
Distributor will advise Jamba of any proposed adjustments and provide the appropriate backup documentation upon request. Distributor will provide 30-day advance notice on any proposed adjustments.
a percent of the total invoice shall be applied to each invoice as a separate line item by an amount necessary for Distributor to recover such an increase or for JJC to receive the benefit of such a decrease, as the case may be. Distributor and JJC further agree that Distributor's average fuel cost shall be reviewed each Month during the term of this Agreement. If any monthly review discloses that the average cost per gallon Distributor paid for fuel during the Month under review increased or decreased by [****], or more, compared to the Base Fuel Target Costs, then for the Month under review, a fuel surcharge or credit shall be applied, as the case may be, by [****] for each [****] increase or decrease in such average fuel cost per gallon as compared to the Base Fuel Target Costs. If extraordinary increases or decreases in taxes or other governmentally mandated expenses occur during the term of this Agreement, the parties will seek fair and equitable adjustment. The base fuel cost is [****] per gallon.
Distributor and JJC agree to implement an energy cost surcharge to each invoice, applicable to California Stores only, due to extraordinary energy costs fluctuation as set forth below. The base energy cost at the time of this Agreement is 13 KWH.
JJC shall own and Distributor hereby assigns to JJC all rights and interests of every nature, kind and character in and to the results and proceeds of Distributor's services hereunder. All materials, works, writings and output which are created, prepared or submitted by Distributor in connection with Distributor's services hereunder shall automatically become JJC's property, free of any rights or claims thereto by Distributor or any other person, and shall be promptly delivered to JJC in the form requested by JJC upon the earlier of (a) the request by JJC, and (b) termination of this Agreement.
Distributor agrees and acknowledges that all intellectual property rights (defined as any rights under patent, copyright, trade secret, or similar laws throughout the world) arising or created in connection with this Agreement ("JJC IP") shall be assigned to and become the sole property of JJC. Distributor irrevocably transfers and assigns to JJC, and agrees to irrevocably transfer and assign to JJC, all right, title and interest in and to the JJC IP. At JJC's request and expense, during and after the term of this Agreement, Distributor will assist and cooperate with JJC in all respects, and will execute documents, and will take such further acts reasonably requested by JJC to enable JJC to acquire, perfect, maintain and enforce JJC's intellectual property rights in and to the JJC IP. Distributor hereby appoints the officers of JJC as Distributor's attorney-in-fact to execute documents on behalf of Distributor for this limited purpose. Distributor also irrevocably transfers and assigns to JJC, and agrees to irrevocably transfer and assign to JJC, and waives and agrees never to assert, any and all "moral rights" that Distributor may have in or with respect to the JJC IP, even after termination of this Agreement.
The Distributor and JJC agree to work toward developing a mutually acceptable method for providing electronic transmission of data among stores, Distributor, JJC's Franchisee's Office, and JJC's Corporate Office. Until such time as electronic systems are fully functioning, and upon request, the Distributor will provide JJC with the following management reports.
4. Monthly Inventory on-hand and valuation report.
5. Quarterly Drop Size Report-average number of cases delivered per store, per week.
of a Product quality assurance or Product safety issue. The Distributor shall have an annual audit completed by a third party approved by JJC, and have a copy of the audit report sent to JJC's Manager of Supply Chain and Logistics annually. A copy of a current report must be sent to JJC's Manager of Supply Chain and Logistics within sixty (60) days of the date this Agreement commences. Failure to score a minimum of 850 through A IB, or the equivalent score as outlined in JJC's Approved Vendor SOP's, may result in the termination of this Agreement by JJC.
Prior to the commencement of and at any time during the term of this Agreement, JJC shall have the right during normal business hours through one or more of its authorized representatives to inspect the Inventory and the premises, facilities, procedures and inventories used or to be used by Distributor for the storage, handling and sale of Products. Distributor will have a representative present during any such inspection.
Distributor shall maintain for inspection by JJC the results of all federal, state and/or local regulatory agency inspection reports and sanitation audits affecting Distributor's facilities or equipment, or products located at Distributor's facilities. Distributor shall notify JJC Manager of Supply Chain and Logistics and QA Managers immediately by telephone and facsimile of any such inspections or audits which indicate the presence of any bacteriological agent or substance, which is considered by health authorities as being indicative of either unsanitary practices or of public concern.
In the event JJC or Distributor defaults in its obligations set forth in this Agreement to the other party, JJC or Distributor will notify the other party of the Default and request the Default to be remedied within thirty (30) calendar days from receipt of notice. In the event the Default is not remedied in the thirty (30) calendar days, the party entitled to receive the remedy has the right to terminate this Agreement effective with a ninety (90) day written notice.
The rights and responsibilities of the parties hereunder under any provisions that, by their nature, extend beyond any expiration or early termination shall survive expiration or early termination of this Agreement.
In the event Distributor: (i) knowingly and intentionally sells any Inventory marked with Jamba Juice's, name and/or trademarks to third parties without JJC's prior written consent and/or (ii) fails to meet either the Delivery Performance Standards or Service Levels for two (2) consecutive quarters, it is agreed this is an incurable Default and at JJC's election the thirty (30) day period to remedy is not required. If JJC elects not to provide Distributor an opportunity to remedy such Default, JJC may issue an immediate ninety (90) day written notice to cancel to Distributor, in addition to the other remedies available to JJC under the Sections hereof entitled "Default and Remedies", "Delivery Service" and "Service Level."
This Agreement is entered into in California and is hereby governed by the State of California's laws and regulations. In the event of a dispute, exclusive venue will be San Francisco, California.
Any disputes shall be settled via American Arbitration Association, in accordance with its Commercial Arbitration Rules.
1. All questions and disputes with respect to rights and obligations of the parties arising under the terms of this Agreement, except for disputes involving claims of not more than $5,000 of general damages, shall be resolved by arbitration. If such a dispute arises under this Agreement, either party may demand arbitration by sending a written demand to the other party.
2. The parties may agree on one arbitrator. If they cannot agree on one arbitrator, each party will choose an arbitrator who will then decide on a third arbitrator who, together with the first two arbitrators, will hear the case. The arbitrators selected by each party above shall have at least five (5) years experience in food products wholesaling or distribution or, if an attorney, in commercial litigation. Should either party refuse or neglect to join in the appointment of the arbitrator(s), within such fourteen-day (14) period, the sole arbitrator(s) may proceed and hear alone.
3. A hearing on the matter to be arbitrated shall take place before the arbitrator(s) in San Francisco, California, at the time and place selected by the arbitrator(s). The arbitrator(s) shall select the time and place promptly and shall give each party written notice of the time and place at least thirty (30) days before the date selected.
Throughout the arbitration process, the California rules of evidence, including privileges, shall apply to the extent not inconsistent with the Commercial Arbitration Rules. The arbitrator(s) shall hear and determine the matter and shall execute and acknowledge the decision and any award in writing and cause a copy of the writing to be delivered to each of the parties.
4. If there is only one arbitrator, his or her decision shall be binding and conclusive on the parties, and, if there are three arbitrators, the decision of any two shall be binding and conclusive. A judgment confirming the award may be given by a Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provision of the California Arbitration Act.
judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorney fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing party shall be determined by the trier of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party's major arguments or positions on major disputed issues. For the purposes of this Section, attorney fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. This Section is intended to be expressly severable from the other provisions of this Agreement, is intended to survive any judgment and is not to be deemed merged into the judgment.
All notices shall be deemed delivered upon receipt or seventy two (72) hours after deposit in any United States Post Office in the Continental United States; provided, that notices sent by facsimile shall not be deemed delivered until receipt is acknowledged by the receiving party. Addresses for purposes of notice may be changed from time to time by notice in writing sent as provided above.
The relationship between the parties created by this Agreement shall be deemed to be that of independent contractors, and nothing contained in this Agreement shall be construed in any manner whatsoever as creating any partnership, joint venture, employment or other relationship between the parties.
Performances of all terms contained within this Agreement are considered with time being of the essence in their performance.
Neither party shall be liable for the failure to perform or its delay in performing any obligation under this Agreement if such failure or delay is resulting from fire, flood, earthquake, war, strike, lockout, power failure, major equipment breakdowns, construction delays, accident, riots, acts of God, acts of United States' enemies, laws, orders, or at the insistence or result of any governmental authority or any other delay beyond each other's reasonable control, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance.
This Agreement and the rights and obligations of Distributor hereunder are personal and may not be transferred or assigned without the prior written consent of JJC.
JJC may assign its rights under this Agreement in whole or in part to any affiliate or any entity owning or acquiring a substantial portion of the stock or assets of the JJC, or to any partnership or other venture in which the JJC participates.
Upon request, Distributor and JJC agree to provide annual audited and/or reviewed financial reports to the other party. Additionally, Distributor and JJC agree to notify each other within thirty (30) days of an audit report, if either party's financial condition materially declines from the previous report.
This Agreement, supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter hereof and contain all of the covenants and agreements between the parties with respect to such subject matter in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises of agreements, oral or otherwise, have been made by any party, or anyone herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may be changed or amended by an amendment in writing signed by all of the parties or their respective successors in interest.
The headings used in this Agreement are inserted only for the purpose of convenience and reference, and in no way define or limit the scope or intent of any provision or part hereof.
This Agreement shall be binding upon and inure to the benefit of the successors in interest, assigns and personal representatives of the respective parties.
The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of California and, shall be construed and enforced in accordance with the laws of the State of California, without regard to the conflict of law provisions thereof.
Any provision hereof prohibited by law or unenforceable under any applicable law of any jurisdiction shall, as to such jurisdiction, be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
Distributor and JJC each shall cooperate in good faith and take such steps and execute such papers as may be reasonably requested by the other party to implement the terms and provisions of this Agreement.
Distributor and JJC each agree that the waiver of any Default under any term or condition of this Agreement shall not constitute any waiver of any subsequent Default or nullify the effectiveness of that term or condition.
No promotional material, advertising, or notice to any third party (whether written or oral) concerning this Agreement shall be issued, given, or otherwise disseminated without the prior approval of JJC.
This Amendment No. 1 to the Distribution Agreement (this "Amendment") is made and entered into as of February 9, 2006 by and between Southwest Traders, Inc. ("Distributor") and Jamba Juice Company ("JJC").
A. JJC and Distributor entered into that certain Distribution Agreement dated October 1, 2004 (the "Distribution Agreement").
B. JJC and Distributor desire to amend the Distribution Agreement.
1. Section 9.1 of the Distribution Agreement is amended to allow Distributor to continue to provide distribution services to those companies listed on Exhibit A to the Distribution Agreement (the "Permitted Exceptions") and, in particular, Distributor may renew its agreement with a Permitted Exception beyond its current stated term and need not discontinue providing services to a Permitted Exception with 16 months of the date of the Distribution Agreement.
FOB Tolleson, AZ: All stores currently serviced out of FOB Tolleson, AZ will continue to receive pricing based on FOB Temecula, CA through December 31, 2007.
* In the event that Southwest Traders loses the [****] business prior to January 1, 2007, then the additional reduction of [****] will be waived and we will revert to the original mark-up schedule for 2007.
3. Unless expressly provided to the contrary herein, to the extent that any provision of this Amendment conflicts with any provision of the Distribution Agreement, this Amendment shall control. All other provisions of the Distribution Agreement shall remain in full force and effect, including any portion of any section modified in this Amendment which is not inconsistent with the changes set forth herein.


Colour touchscreen GPS bike computer for competing, connecting and navigating. Whether you're riding to improve your own personal best or see where you stand against the Pro's, Edge 1000 lets you connect, compare and compete. Turn every ride into a race by competing on Garmin Connect segments and seeing real-time results on your Edge, including alerts for segment start and finish and leaderboard rankings.
The segments feature keeps you motivated and helps you push for continual improvement. Along with in-ride challenges and connected features, Edge 1000 offers advanced bike-specific navigation and mapping capabilities. The preloaded Garmin Cycle Map includes OSM (Open Street Map) content with routable road and cycle paths, elevation data, points of interest and address search.
Edge 1000 features a 3-inch high-resolution colour touchscreen display with dual orientation. It has an ambient light sensor that automatically adjusts the screen brightness to changing light conditions to improve visibility. Unlike your smartphone, the display is optimised to work with gloves and in the rain. You can customise your training pages with up to 10 data fields and use activity profiles to allow for easy transitions when you switch cycling activity, such as road, mountain or touring.
Edge 1000 is compatible with ANT+ sensors, including speed, cadence, heart rate and compatible weight scale. It's the first Garmin cycle computer that integrates with Shimano Di2 electronic shifting systems4 to display your current gear on the screen.
When paired with your smartphone and the Garmin Connect Mobile app, Edge 1000 offers a suite of connected features, including live tracking, incoming call and text alerts, social media sharing, weather, wireless uploads and the sending/receiving of courses and segments. As soon as your ride is complete, the data can be automatically sent to Garmin Connect via Bluetooth or Wi-Fi. This lets you stay connected and instantly share the details of your ride with friends, family and social media contacts. LiveTrack allows your friends and family to follow your races and training activities in real time. The Bluetooth word mark and logos are registered trademarks owned by Bluetooth SIG, INC. Water-rated to IPX7; ANT+ wireless connectivity does not work underwater. 4Compatible with Shimano Di2 electronic shifting systems with Shimano D-Fly Data Management function. The dual orientation screen will be available with later scheduled free software updates. Garmin Edge 1000 GPS Bike Computer Extended out-front mount Standard mount Preloaded maps Tether USB cable Manuals Edge 1000 810 510 and can be coupled with the following Smartphones : o Android 4.0 or higher o iOS 7.0 or later o iPhone 4 or later o iPad (2nd generation or later) o iPad mini o iPod touch (5th generation or later) All equipment must be capable of Bluetooth 2.1. The item "Garmin Edge 1000 GPS Bike Computer GPS Touchscreen Preloaded European Cycle Maps" is in sale since Sunday, September 25, 2016. This item is in the category "Sporting Goods\Cycling\Bike Accessories\Cycle Computers & GPS".be5" and is located in pontypool, Torfaen.


text:
package weibo4j;

import weibo4j.model.Paging;
import weibo4j.model.PostParameter;
import weibo4j.model.Status;
import weibo4j.model.StatusWapper;
import weibo4j.model.User;
import weibo4j.model.UserWapper;
import weibo4j.model.WeiboException;
import weibo4j.org.json.JSONArray;
import weibo4j.org.json.JSONObject;
import weibo4j.util.WeiboConfig;

public class Suggestion extends Weibo {

	private static final long serialVersionUID = 1861364044145921824L;

	public Suggestion(String access_token) {
		this.access_token = access_token;
	}

	// ---------------------------------推荐接口---------------------------------------------------
	/**
	 * 返回系统推荐的热门用户列表
	 *
	 * @return list of the users
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.1
	 * @see http://open.weibo.com/wiki/2/suggestions/users/hot
	 * @since JDK 1.5
	 */

	public JSONArray suggestionsUsersHot() throws WeiboException {
		return client.get(
				WeiboConfig.getValue("baseURL") + "suggestions/users/hot.json",
				access_token).asJSONArray();
	}

	public JSONArray suggestionsUsersHot(String category) throws WeiboException {
		return client
				.get(WeiboConfig.getValue("baseURL")
						+ "suggestions/users/hot.json",
						new PostParameter[] { new PostParameter("category",
								category) }, access_token).asJSONArray();
	}

	/**
	 * 获取用户可能感兴趣的人
	 *
	 * @return list of the user's id
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.1
	 * @see http://open.weibo.com/wiki/2/suggestions/users/may_interested
	 * @since JDK 1.5
	 */
	public JSONArray suggestionsUsersMayInterested() throws WeiboException {
		return client
				.get(WeiboConfig.getValue("baseURL")
						+ "suggestions/users/may_interested.json", access_token)
				.asJSONArray();
	}

	public JSONArray suggestionsUsersMayInterested(int count, int page)
			throws WeiboException {
		return client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/users/may_interested.json",
				new PostParameter[] { new PostParameter("count", count),
						new PostParameter("page", page) }, access_token)
				.asJSONArray();
	}

	/**
	 * 根据一段微博正文推荐相关微博用户
	 *
	 * @return list of the users
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.1
	 * @see http://open.weibo.com/wiki/2/suggestions/users/by_status
	 * @since JDK 1.5
	 */
	public UserWapper suggestionsUsersByStatus(String content)
			throws WeiboException {
		return User.constructWapperUsers(client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/users/by_status.json",
				new PostParameter[] { new PostParameter("content", content) },
				access_token));
	}

	public UserWapper suggestionsUsersByStatus(String content, int num)
			throws WeiboException {
		return User.constructWapperUsers(client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/users/by_status.json",
				new PostParameter[] { new PostParameter("content", content),
						new PostParameter("num", num) }, access_token));
	}

	/**
	 * 当前登录用户的friends_timeline微博按兴趣推荐排序
	 *
	 * @param section
	 *            排序时间段,距现在n秒内的微博参加排序,最长支持24小时
	 * @return
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.2
	 * @see http://open.weibo.com/wiki/2/suggestions/statuses/reorder
	 * @since JDK 1.5
	 */
	public StatusWapper suggestionsStatusesReorder(int section)
			throws WeiboException {
		return Status.constructWapperStatus(client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/statuses/reorder.json",
				new PostParameter[] { new PostParameter("section", section) },
				access_token));
	}

	public StatusWapper suggestionsStatusesReorder(int section, int count,
			Paging page) throws WeiboException {
		return Status
				.constructWapperStatus(client.get(
						WeiboConfig.getValue("baseURL")
								+ "suggestions/statuses/reorder.json",
						new PostParameter[] {
								new PostParameter("section", section),
								new PostParameter("count", count) }, page,
						access_token));
	}

	/**
	 * 当前登录用户的friends_timeline微博按兴趣推荐排序的微博ID
	 *
	 * @param section
	 *            排序时间段,距现在n秒内的微博参加排序,最长支持24小时
	 * @return
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.2
	 * @see http://open.weibo.com/wiki/2/suggestions/statuses/reorder/ids
	 * @since JDK 1.5
	 */
	public JSONObject suggestionStatusesReorderIds(int section)
			throws WeiboException {
		return client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/statuses/reorder/ids.json",
				new PostParameter[] { new PostParameter("section", section) },
				access_token).asJSONObject();
	}

	public JSONObject suggestionStatusesReorderIds(int section, int count,
			Paging page) throws WeiboException {
		return client
				.get(WeiboConfig.getValue("baseURL")
						+ "suggestions/statuses/reorder/ids.json",
						new PostParameter[] {
								new PostParameter("section", section),
								new PostParameter("count", count) }, page,
						access_token).asJSONObject();
	}

	/**
	 * 返回系统推荐的热门收藏
	 *
	 * @return list of the status
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.1
	 * @see http://open.weibo.com/wiki/2/suggestions/favorites/hot
	 * @since JDK 1.5
	 */
	public JSONArray suggestionsFavoritesHot() throws WeiboException {
		return client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/favorites/hot.json", access_token)
				.asJSONArray();
	}

	public JSONArray suggestionsFavoritesHot(int page, int count)
			throws WeiboException {
		return client.get(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/favorites/hot.json",
				new PostParameter[] { new PostParameter("page", page),
						new PostParameter("count", count) }, access_token)
				.asJSONArray();
	}

	/**
	 * 把某人标识为不感兴趣的人
	 *
	 * @return user
	 * @throws WeiboException
	 *             when Weibo service or network is unavailable
	 * @version weibo4j-V2 1.0.1
	 * @see http://open.weibo.com/wiki/2/suggestions/users/not_interested
	 * @since JDK 1.5
	 */
	public User suggestionsUsersNotInterested(String uid)
			throws WeiboException {
		return new User(client.post(
				WeiboConfig.getValue("baseURL")
						+ "suggestions/users/not_interested.json",
				new PostParameter[] { new PostParameter("uid", uid) },
				access_token).asJSONObject());
	}
}

redpajama_set_name: RedPajamaGithub


I can't quite express how much I love this recipe. If you've been paying attention recently, you may have noticed I've been spending quite a bit of time re-creating some of my old childhood favorites. Pink Jello Salad, which we in my family know as "Pink Stuff," is just one of those recipes.
Pink Stuff was so dubbed by my cousins. This dish was a staple on the dinner table at my Aunt Robin's house, and her kids began referring to it as Pink Stuff, and the name just stuck. So, that's what we call it here in Paganoland, but it's basically just a classic Jello Fluff Salad.
Now, back in the day, this mess was made with any red colored Jello, a can of crushed pineapple, Cool Whip, and cottage cheese, with nuts and marshmallows usually mixed into the whole shebang. It was delightful, but sweet and chock-full of chemical- and sugar-laden junk.
I have devised a way to make Pink Stuff that requires exactly zero of those nasty ingredients. And even though we are making some things from scratch, like the gelatin parts, to be perfectly honest it really doesn't make that much of a time difference, either. Instead of boiling pineapple and water then adding Jello, we are boiling fresh berries and water and adding gelatin. Instead of blending in cottage cheese, we are blending in sour cream. The only real additional step is making the keto whipped topping, but that whips up quickly in a pinch and can set up in the fridge while you're boiling and cooling the other stuff.
After it sets up in the fridge (just like the "real" thing has to do), you've got a delicious taste of home that serves as a great side to just about any main course.
Prepare the Keto Whipped Topping, if not already done, and let it set up in the fridge.
In a saucepan, heat the water and raspberries over high, and boil for five minutes, or until the raspberries are mostly broken down.
Remove from heat and immediately sprinkle in the gelatin while whisking vigorously to combine.
Stir in raspberry extract and wait two minutes before stirring in granulated swerve to melt.
Transfer to a mixing bowl and allow to cool to room temperature. If desired, you may pour the raspberry mixture through a fine-mesh sieve to remove any seeds. I don't mind the seeds in my salad, so I did not.
In a separate bowl, stir pineapple extract and powdered Swerve into the sour cream.
Once the raspberry mixture is room temperature, beat in the sour cream mixture until combined.
Gently fold in the whipped topping and pecans, then cover and allow to chill in the fridge for 4 hours, or until set.
You may use whatever nuts you prefer. Occasionally, I will use half pecans, half unsweetened coconut shreds for a nice change-up.


Grammarly Review: Worth it? Is Premium Better Than Free Editors?
I blog all over the internet, and there's nothing worse than getting called out in the comments section for a grammar mistake.
While I want to know about the error (so I can fix it), it's embarrassing!
No matter how many times you check your work, it's easy to miss stuff, and professional editors are expensive.
This why I've been experimenting with Grammarly.
Grammarly is eight years old and has eight million users.
They announced this week that they raised $110 million in venture capital.
I've been using the free version of Grammarly for a year.
I've been happy with it, but I've been using the premium version for this month.
I like Grammarly Premium, but is it worth the high price?
Let's go in-depth with my Grammarly review.
Grammarly's free version is fantastic. You get the native app and the browser plugin for free. You won't get the thesaurus, plagiarism checker or advanced grammar rules, but it'll show you the obvious mistakes.
The plagiarism checker is useful for internet marketers who buy lots of content and school teachers. It takes 30 seconds to see if the writer you hired or a student copied the content from somewhere on the web. It shows you each copied phrase and where on the internet it's copied from. Also, it indicates the percentage of the post that is unique.
Grammarly is perfect for students to use before submitting a paper. I wish I had known about Grammarly while I was still in college. It's not going to catch all mistakes, but it'd find the obvious ones. Obvious errors are hard to catch if you're reading your own writing.
Grammarly Premium's grammar detection and tips are better than any software I've tried, including Microsoft Office.
Grammarly works everywhere. They have plugins for all the major web browsers, a Microsoft Office add-on, a native Mac app, and a web version. Whenever you're typing something on the web, whether it's an email, Facebook post, or a blog post, your grammar will be corrected in real time.
Grammarly uses artificial intelligence and machine learning, meaning it's always getting smarter and learning how people write.
The dictionary and thesaurus features are great. It lets you know when you're overusing words and gives you suggestions on how to make certain sentences sounds better.
As a writer, you want to make sentences as concise as possible, without changing the meaning. You shouldn't write like you speak. (This is my biggest writing issue.) Saying "it's very hot outside." is grammatically correct, but "it's hot outside." is what you should shoot for. A reader isn't going to remember the difference when they're done reading your piece. Grammarly does a great job of picking out unnecessary words.
The free Grammarly is a great product, but the premium version doesn't bring enough value to the table for the price.
$30 per month is ridiculous! I'm not paying 3x the price of my Netflix subscription to correct grammar! $30 per month is insulting. If you buy a year up front, it's $12/month, but this still expensive if you're a student or not writing every day. I'd love to see this as a $6 per month flat service.
A non-human editor isn't going to be perfect, and neither is this. Incorrectly used words or serial commas give it issues occasionally.
Google blocks Grammarly from working inside Google Docs. It's annoying because Google Docs is where I write all my posts. When I finish writing, I export the file as a .doc file and then upload it into Grammarly. It's not a huge deal but an extra step.
You have to upload each document individually and can't upload multiple documents at once. This should be an easy fix.
There are no discounts for students. It'd make a ton of sense to give discounts to students with a .edu email address, and it's a missed opportunity.
Their machine learning is cool, but it could be making us use improper English. For example, you're supposed to say "Hi, Cam," with a comma after the name. Because few people use this type of comma, it's eliminated from Grammarly's system. According to Grammarly, "Hey Cam" is correct and isn't flagged. I'm not sure how I feel about Grammarly going against standard English practices and going with the social norms.
Grammarly has too many promotions and sends lots of emails. Grammarly should stick to one price. Constant change is deceptive marketing. Every week, I get an email saying, "Get 40% off if you buy in the next two days!" Stop!
I don't edit documents inside WordPress' editor, but I don't suggest doing it. When you type, the cursor will sometimes jump into different paragraphs.
Don't buy Grammarly for $30 a month! If I find that you did, I'll block your IP from my visiting my site.
Grammarly Premium is something you need as a teacher or someone who blogs frequently.
If you use this link, you'll get a week of Grammarly Premium for free.
If you like Grammarly Premium, wait until you get the 40% off email, and sign up for the full year. It'll cost you around $60 for the year ($5 per month).
I edited this post with Grammarly. How'd it do?


text:
require 'spec_helper'

describe "/admin/tags/show.html.haml" do
  include Admin::TagsHelper
  before(:each) do
    power_user = stub_model(User, :has_role? => true)
    allow(view).to receive(:current_visitor).and_return(power_user)
    @admin_tag = stub_model(Admin::Tag,
      :scope => "value for scope",
      :tag => "value for tag")
    assign(:admin_tag, @admin_tag)
  end

  it "renders attributes in <p>" do
    render
    expect(rendered).to match(/value for scope/)
    expect(rendered).to match(/value for tag/)
  end
end


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Wow, it has been a long time since I posted to this blog!
I've been busy putting my favorite blog posts into a book, which has recently been self-published. In 6-8 weeks, it should hit Amazon. But, If you want to purchase a cheaper copy now, go to this link: http://www.lulu.com/shop/steve-brandon/passing-by-the-field/paperback/product-21541137.html. If you order by Thursday (4/10/2014) and use the code, FM303, you will get free shipping. That means $9.99, and you can have the book delivered to your door. So act fast.
And your want like an armed man (Proverbs 24:30-34).
to be insightful, informative, and inspirational.
Also, I do intend to pick up my blog posting again. Not every day, but more often than once each year. See you all soon.
I just finished reading Gracia Burnham's book, "In the Presence of My Enemies." She and her husband, Martin, were New Tribes missionaries serving in the Philippines. The Burnhams were spending a much needed holiday away for their anniversary in May 2001. In the middle of the night, they were kidnapped by the Abu Sayyaf, a Muslim terrorist organization with connections to Al Qaida. They spent the next year as captives in the jungle, as their captors hoped to get a large ransom for their reward.
The book tells the riveting story of the hardships of living on the run in the jungle with no bed or hot water or electricity or many of the basics of life. Furthermore, they were constantly lacking food and ducking for cover in the crossfire of many gun battles between the terrorists and Armed Forces of the Philippines. I really couldn't put it down.
The Burnhams are a great illustration of leaving all for the sake of Christ. They had left all behind to serve those in the Philippines. In their captivity, they were forced to leave all behind, including their three children. One of my favorite quotes is this: "I realized that when everything is stripped away from you and you have nothing, you find out what you really are down deep inside. What I was starting to see was not pretty." That's why we need Christ.
John Bunyan pictured the struggle of the Christian life beautifully in his allegory, The Pilgrim's Progress. When Christian set out on his journey, he encountered two people, Obstinate and Pliable, who sought to turn him back. Christian fell into the Slough of Despond. All along the way, there were many who sought to turn him from his way, among whom are Mr. Wordly Wiseman, Formalist and Hypocrisy, Talkative, Mr. By-ends, Mr. Money-love, Mr. Save-all, Demas, Ignorance, and Atheist.
Christian battled Apollyon with sword and shield. Christian traveled through the Valley of the Shadow of Death. Christian faced the temptations of the city, Vanity Fair, where his companion, Faithful, was put to death, after a trial filled with many slanderous and false accusations. Christian had to walk by the dangerous hill called Lucre, which had a Silver-Mine, which ensnared Demas. Christian dodged the pit into which Vain-Confidence fell. Christian faced the mean, Giant Despair. In the end, Christian had to pass through the river of death, before finally reaching his journey, the Celestial City.
When John Bunyan put pen and ink together to describe the Christian life, this is how he described it. But somewhere in our American Christianity, we have developed this notion that salvation is an easy thing, which will lead to an easy life, which is filled with nothing but blessing. I have heard many describe the Christian life as a very easy thing.
Last century, Nathaniel Hawthorne followed up Bunyan's classic with an allegory of his own, entitled, "The Celestial Railroad." In this short story, Hawthorne describes how he recently happened to travel to the City of Destruction. No longer to pilgrims need to walk arduously between the City of Destruction and the Celestial City, like in Bunyan's day. Rather, there is now a railroad, which people can get on and travel to the same place that Bunyan's pilgrims followed at high speed, with great ease and safety. On this train-ride, Hawthorne meets such fellow travelers as, Mr. Smooth-it-away, Mr. Live-for-the-world, Mr. Hide-sin-in-the-heart, Mr. Scaly-conscience, Mr. Take-it-easy, and Mr. Flimsy-faith. He meets the ministers, Rev. Mr. Shallow-deep, Rev. Mr. Stumble-at-Truth, Rev. Mr. Clog-the-spirit, and Rev. Dr. Wind-of-doctrine. He found out that the Rev. Mr. This-to-day was expected to resign his pulpit and the Rev. Mr. That-to-morrow was going to take it over.
On this train-ride, he saw many of the same places that Christian had visited hundreds of years earlier, The Slough of Despond, The Valley of the Shadow of Death, and Vanity Fair, as the railcar whizzed past them all. He saw these sights from a distance without ever going through them. The idea of the story is to show that we in our day and age, don't need to go through such difficult things as the Christians of olden days. Things are easier now, and there are other ways to the Celestial City, other than walking the path as Christian did.
Mr. Great-heart, from Bunyan's story, who was offered a prestigious job as a conductor on the train, turned it down, insisting that pilgrims travel the road on foot, considering it "a sin to travel in any other fashion." Hawthorne tells of how those on the railroad ridiculed those few pilgrims that chose to take the hard journey on the narrow road to the Celestial City. "The passengers being all comfortably seated, … accomplishing a greater distance in ten minutes than Christian probably trudged over in a day. It was laughable while we glanced along, … to observe two dusty foot-travelers, in the old pilgrim-guise, with cockle-shell and staff, their mystic rolls of parchment in their hands, and their intolerable burdens on their backs." Instead of a few pilgrims on the way (Christian and Faithful and Hopeful and Goodwill), there were now scores of people willing to take the easy road to the Celestial City in the luxury of a railroad car. As Hawthorne says, "Instead of a lonely and ragged man, with a huge burden on his back, plodding along sorrowfully on foot, while the whole city hooted after him, here were parties of the first gentry and most respectable people in the neighborhood, setting forth towards the Celestial City, as cheerfully as if the pilgrimage were merely a summer tour … [with their] enormous burdens … snugly deposited in the baggage-car" — out of sight, out of mind.
What a difference between the two perspectives! They describe the differences very well. The character of Christianity in America has changed in our day, away from the Biblical perspective. Today, Christianity is often seen today to be a nice, pleasant ride on a railroad car as the countryside passes by, rather than a strenuous, dusty walk along a narrow trail. Gone today is the talk of tribulation and distress and hardships. Here today is the talk of blessings and benefits and ease. Yet, Jesus said, "The gate is small, and the way is narrow that leads to life, and few are those who find it" (Matthew 7:14).
Let us walk the path and not take the train.
I host an after-school program for children in the neighborhood of our church twice a week. We call it, "Kids KLUB," which stands for Kids Learning and Understanding the Bible. We just finished reading The Dangerous Journey, which is a shortened version of the story of Pilgrim's Progress, with lots of fabulous pictures. The kids absolutely loved hearing it read and looking at the pictures.
Since we reviewed the story each week, the kids all know about how Christian left the city of Destruction to head to the Celestial City. Evangelist told him to go via the wicket-gate (i.e. the small gate). He left with a burden on his back (representing his sin), which fell off and rolled into the tomb when he looked to the cross. At this point, he was given new clothes (representing the righteousness of Christ). Along the way, he fell into depression in the Slough of Despond. He sought his justification by works when he went off the path to the city of Morality (Evangelist came and pointed him in the right way again). He tried to warn others, like Simple, Sloth, and Presumption of the danger that lay ahead, but they neglected his warning. Along the way, he sought the straight path, though deviating from time to time because of his own sin. He fought Apollyon and walked through the Valley of the Shadow of Death. Along the way, he met two friends who encouraged him in his journey, Faithful and Hopeful. He and Faithful refused the world's goods in Vanity Fair. He and Hopeful struggled together in Doubting Castle. In the end, they both crossed the River of Death and arrived safely in the Celestial City.
It's a great picture of the struggle of the Christian Life. If you have never read Pilgrim's Progress, this book would be a great place to start. It would also be great for you to read with your own children. I highly recommend it.
Alexander Strauch has written some excellent books that have served the body of Christ greatly. I have devoured his first two books, Minister of Mercy: The New Testament Deacon (first published in 1992), and Biblical Eldership (first published in 1995). They are great books setting forth the pattern of leadership as found in the New Testament. They help to differentiate between the two offices in the church: Elders and Deacons. Elders are to focus their attention upon shepherding, leading, teaching and guiding the church. Deacons are to focus their attention upon the practical needs of the body and serve to meet them. They have been a great help to how we view leadership at our church.
In recent years I have obtained three other titles that Strauch has written: Leading with Love (published in 2006), Love or Die (published in 2008), and If You Bite and Devour One Another (published in 2011). Now, I'm no prophet. Nor do I have special insight into the reasons for the recent emphasis of Strauch's writings. However, I can make a guess (and if I'm wrong, the point is still valid). My guess is that they flow out of Strauch's own experiences as it relates to his first two books.
Strauch's books on leadership have become the standard for many churches. As a result, he has surely counseled with many churches concerning leadership in their church. I have personally heard of instances in which he was called to help counsel churches deal with leadership problems. My hunch is that he has seen a lack of love in many churches, which has been the source of their problems, not the structure of leadership (which was the topic of his first two books). Church leaders have done well in defining the roles of the two Biblical offices, but have done poorly in carrying out the heart that is needed in Biblical leadership, which is love. In other words, church leaders get the outside right, but they have missed the inside. That's my guess on why Strauch has written several books on love.
At any rate, my point here is still true: Church leaders need to love those whom God has given them to lead.
I just finished reading a fascinating book entitled, unPLANNED. It tells the story of Abby Johnson, who was a former director of a Planned Parenthood clinic in Bryan, Texas, where abortions were regularly performed, but now has joined the Coalition for Life, which fights for the rights of the unborn. I had first heard of the book while praying outside the abortion clinic in Rockford. I finally got my hands on the it this week. The story is compelling. I could hardly put it down.
It gives a good insight into the battles that rage across our land at abortion clinics. Outside the fence, you have pro-life protesters, praying and offering help to women who are choosing abortion. Inside the fence, you have pro-choice workers, seeking to assure scared women that abortion is a good thing.
Throughout the book, Abby Johnson's care and compassion for the welfare of women comes through loud and clear. In fact, her heart for women is why she was working with Planned Parenthood in the first place. They say that their goal is to reduce unwanted pregnancies and abortions. However, over the eight years that she worked for Planned Parenthood, she came to see that since abortions pay the bills, they actually were working to increase abortions in their clinics.
Things for Abby came to a head when she witnessed an ultrasound-guided abortion of a thirteen week old fetus. She saw the physicians probe approach the fetus. As it poked and prodded, she witnessed the fetus kick and try to move away from the probing invader. Then, as the suction was turned on, she saw the tiny body violently twisting around and wrung like a dishcloth. Soon, the little body crumpled and was sucked into the tube (pp. 5-6).
There are many lessons to be learned from the book. Today, I'll bring one. Jesus said, "Love your enemies and pray for those who persecute you" (Matthew 5:44). I believe that Abby was won to the other side by the love of her "enemies." The overwhelming testimony of those who came to pray and to persuade abortion minded women from going through with the procedure was a testimony of love and kindness. The pro-life volunteers (from top to bottom) consistently greeted Abby with grace and offered to help her however they could. When Abby wanted out, she went straight to the Coalition for Life because she knew that they would help her.
Abby was impacted several of the pro-lifers personally. People like Mr. Orozco, who was always outside the clinic praying whenever abortions were being performed, was always gracious to her. She said, "He's so sweet. He never bothers our clients at all, just takes his spot and greets everybody. … He must be in his seventies, but not matter what the weather, he's out there, friendly as can be" (p. 52).
I'm praying for you, Abby!
Abby kept the card for two years and was sure to grab it when she cleaned out her desk for the last time. This note was an expression of love from the pro-lifers to Abby, the arch-enemy of their cause. But, it made an impact. When she quit her job with Planned Parenthood, she desperately wanted to speak with Elizabeth and tell her the news.
When Mr. Orozco found out what Abby had done, he embraced her saying, "Oh Abby, I have been praying for you for so many years. It is so good to see you on this side of the fence! What an answer to prayer you are!" Abby comments, "This kind man had been praying for me for years. God had answered his prayers. I had no words sufficient to express my gratitude" (p. 210).
Many who are loved and prayed for never turn to the truth. But, this is no reason to stop loving our enemies as Christ called us to do. "The answer to prayer can take a very long time" (p. 246).
Twice a year our local library has a book sale. They sell the books that people have donated to the library. They sell them cheap, like 50 cents for a paperback and a dollar for a hardcover. Yesterday, I was able to pick up 18 good books for $10. Most of them will populate my library. Some of them will be given to my children to read (and fill their own libraries).
So, watch for your local library book sale. If you look hard, you will be able to find some good, cheap books.


designs in your quilts and pillows, as well as many other types of projects. The best part about this collection is that you can combine it with other Anita Goodesign collections! This collection is part of the "Mix and Match" quilt line. All of the design collections that are in the "Mix and Match" line come with multiple size blocks and are fully interchangeable. There are redwork collections, folded fabric collections, special editions, jelly roll collections plus many others.


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Whether the presence of a college or hospital increases a home's value has to do with the institution's size and the ZIP code's population, says a new study by computer scientists at the University of California, Riverside.
The study shows colleges and hospitals do affect home prices and rents, but not always positively. Prices also rise and fall faster around these institutions, increasing the risk for investors. The results confirm universities and hospitals are "opportunity hubs" with jobs, high wages, and other amenities that can increase real estate value, while other, less well understood factors can decrease price or lead to market volatility.
"One of the questions we wanted to answer is if the presence of a university or hospital would have a stabilizing effect on prices in the event of a crisis like the 2008 housing market crash," said Vagelis Hristidis, a professor of computer science and engineering in UCR's Marlan and Rosemary Bourns College of Engineering. "What we found is actually the opposite. Investing close to a university or hospital may not protect you from price volatility."
A group led by Hristidis and UCR computer science doctoral student Ryan Rivas examined median home price data from 13,105 ZIP codes over 21 years and rent data from 15,918 ZIP codes over seven years to compare a ZIP code's appreciation, volatility, and vacancies to the size of a university or hospital within that ZIP code. They also looked at data from more than 2.7 million homes for sale and 267,000 homes for rent to determine the impact distance from the nearest university or hospital had on individual home prices.
They found that average home prices and rents were higher in ZIP codes with a university than without, and highest in ZIP codes with a medium-sized university of 10,000-20,000 students.
The proximity to a university had the biggest positive impact on the price of two-bedroom homes and the rent of one-bedroom homes. The impact of distance was slightly stronger for home prices than for rents. The researchers think this may be due to investors buying houses near universities in order to rent them to students and plan to research this in the future.
Homes had higher average prices and rents in ZIP codes with larger hospitals than those with smaller hospitals. The correlation between home price and distance from a hospital was strongest for one-bedroom homes. In smaller ZIP codes with at least one hospital, there was a positive correlation between the number of affiliated doctors and home price appreciation.
However, home prices in ZIP codes with small hospitals were actually lower than in ZIP codes with no hospital. The researchers think this might be because small hospitals are often located in remote rural areas where real estate prices are lower to begin with.
Overall, the strongest correlations occurred in ZIP codes with a population below the national ZIP code average.
The results generally confirmed the researchers' expectations that larger, closer institutions yield higher prices, but also turned up some surprises. Home prices were more volatile in the areas around universities and hospitals, and rent increased farther away from hospitals in some ZIP codes.
"These findings could be useful in improving home price prediction models, which we may investigate in future work," said Rivas.
Although the correlation between volatility and presence of a university or hospital doesn't necessarily imply a cause, the researchers suspect that real estate in these areas may be most attractive to investors, rather than homeowners who plan to settle down in the neighborhood.
"It may be that investors are the first to leave when there's a crisis and the first to buy when there's an opportunity," explained Hristidis. "This may be one reason why areas without high housing demand have an overall more stable market."
The open access paper, "The impact of colleges and hospitals to local real estate markets," by Ryan Rivas, Dinesh Patil, Vagelis Hristidis, Joseph R. Barr, and Narayanan Srinivasan is published in the Journal of Big Data.
What would happen if U.S. hospitals openly shared their prices?