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District, the Company may refuse to Process the District ' s Acceptable Waste into the twenty- five thousand (25 , 000) Tons per Contract Year of Mulch ( See Section 3 . lA2 ) for the Processing Fee recommended in the Independent Engineer ' s final report . Under such circumstances , the District may elect one of the following options : (a) the District may continue to pay the then current Processing Fee , in which case the Company shall continue to provide Mulch to the District; (b) the District may negotiate a reduction in the Processing Fee that is mutually acceptable to both Parties , in which case the Company shall continue to provide Mulch to the District; or (c) the District may engage the services of another Person to provide Mulch for the District, up to a maximum amount of twenty- five thousand (25 ,000) Tons per Contract Year. If the District elects to use the services of another Person to obtain the twenty-five thousand (25 , 000) Tons per Contract Year of Mulch, the Parties ' obligations in this Agreement concerning Mulch shall be deemed to have been modified or terminated, as appropriate, to enable the Parties to achieve their respective goals under this paragraph . Section 4 . 5 Audits . The Company shall allow the District to inspect, copy, and audit all of the documents and records required to be maintained pursuant to this Agreement . The Company shall cooperate with the District to ensure that all appropriate documents and information are provided to the District in a timely and complete manner. Section 4 .6 Preferred Rates for the District. The Processing Fee and Supplemental Processing Fee paid by the District shall not at any time be greater than the corresponding Processing Fee and Supplemental Processing Fee paid by any other Person that delivers Acceptable Waste to the Facility, provided such Person delivers quantities of Acceptable Waste that are comparable to or greater than the quantities delivered by the District . ARTICLE V FORCE MAJEURE A delay or failure of performance hereunder by either Party shall not constitute an event of default or cause for any liability under this Agreement to the extent caused by a Force Majeure event . Such delay or failure shall be excused at any time performance is materially and directly affected by a Force Majeure and during such period thereafter as may be reasonably necessary for the Party so affected, using Commercially Reasonable Efforts , to correct the adverse effects of such Force Majeure . 28