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If OPERATOR or CITY is unable by reason of Force Majeure to carry out any obligation under this Agreement, such obligation shall be suspended only so far as it is physically affected by such Force Majeure. The party unable to perform shall give the other party prompt notice of such Force Majeure with a detailed explanation and the probable extent to which it will be unable to perform or be delayed in performing such obligation. The party unable to perform shall use all possible diligence to remove such Force Majeure as quickly as possible. The requirement that any Force Majeure shall be removed with all possible diligence shall not require the settlement by the party unable to perform because of strikes, lockouts or other labor disputes or the meeting of any claims of or demands by any supplier or government entity which reasonably may be harmful to the best interests of the CITY or OPERATOR. Costs incurred as a result of a Force Majeure shall be reimbursed by the CITY, if the expenditure was approved in advance by the Director, which approval will not be unreasonably withheld. If as a result of the occurrence of a Force Majeure, the responsibilities of OPERATOR under this Agreement are substantially changed, then the parties shall meet and discuss in good faith appropriate modifications to this Agreement including the Combined Management Fee. 16.0 APPEAL OF CITY DECISION. 16.01 Right of Appeal. OPERATOR shall have a right to appeal any decision made by the Director in accordance with the following procedures, provided, however, that OPERATOR'S exercise of its right to appeal shall not extend any cure period set forth in Article 12.0 or elsewhere in this Agreement. 16.02 Appeal of Director's Decision. OPERATOR shall notify CITY in writing within ten (10) days of any decision by the Director that OPERATOR wishes to appeal to the City Manager, with an additional twenty (20) days to submit an argument citing all legal and factual arguments in OPERATOR'S behalf. CITY shall have twenty (20) days in which to respond to OPERATOR's appeal in writing. 16.03 Appeal of City Manager's Decision. Decisions of the City Manager regarding the fees to be charged pursuant to Section 5.11 may be appealed in writing to the Parks and Recreation Commission within ten (10) days of the City Manager's decision. All other decisions of the City Manager may be appealed in writing to the City Council. 46