Item No.:     4f_Exhibit B 
EXHIBIT B     Date of Meeting:    June 28, 2016 
TENANT REIMBURSEMENT AGREEMENT 
(BASED ON ENGINEER'S ESTIMATE) 
SEATTLE  TACOMA INTERNATIONAL AIRPORT 

PROJECT NAME: AMERICAN EXPRESS LOUNGE EXPANSION 

THIS TENANT REIMBURSEMENT AGREEMENT ("Agreement") is entered 
into this    day of          , 2016   between the Port of Seattle, a municipal 
corporation of the State of Washington ("Port") and American Express Travel Related
Services Company, Inc., a New York corporation ("Tenant"). 
Whereas, the Port and Tenant entered into a Terminal Lease Agreement, dated 
October 24, 2014, as amended by that certain First Amendment to Terminal Lease
Agreement, dated March 24, 2015, and by that certain Second Amendment to Terminal
Lease Agreement, dated as of [even date herewith] (the Terminal Lease Agreement, as so
amended, the "Lease") covering  Tenant's  operations  at  Seattle-Tacoma  International 
Airport ("Airport"); and 
Whereas, Tenant is currently undertaking a tenant improvement project at the 
premises it leases under Lease ("Premises"); and 
Whereas, RCW 14.08.120 provides that the Port may reimburse Airport tenants 
for tenant improvements to their leased premises, so long as the reimbursement is paid 
solely out of funds fully collected from Airport tenants; and 
Whereas, Port Commission Resolution No. 3605 authorizes the Port's Chief 
Executive Officer ("CEO") to pay for such  tenant improvements to a maximum as 
referenced in the CEO's 3605 delegation or such other amount authorized by the Port
Commission, and consistent with policies and procedures developed by the CEO for such 
reimbursement; 
NOW THEREFORE, the parties agree as follows: 
1.     DEFINITIONS 
The following terms shall have the meanings specified in this Section, unless otherwise 
specifically provided. Other terms may be defined in other parts of the Agreement. 
1.1.   Contractor. "Contractor" shall mean any individual, partnership, firm, 
corporation, joint venture, or other business entities employed by Tenant in connection 
with the Project. The term Contractor means and includes the Contractor and all of its 
representatives. 
1.2.   Eligible  Tenant  Improvement. "Eligible  Tenant  Improvement"  shall 
mean  those  Tenant  Improvements  that  the  Port  determines  are  eligible  for 
reimbursement, as further described in Section 2 of this Agreement.

EXHIBIT B 

1.3.   Guidelines. " Guidelines"  shall  mean  the  Port  of  Seattle's  Tenant 
Improvement Procedures and Guidelines, as may be amended by the Port. 
1.4.   Improvement  Reimbursement  Letter.  "Improvement  Reimbursement 
Letter"  shall  mean  a  letter  issued  by  the  Port  identifying  the  Eligible  Tenant 
Improvements  and  the  Tenant  Reimbursement  Amount.  The  Improvement 
Reimbursement Letter is attached hereto as Exhibit A and incorporated herein by this 
reference. 
1.5.   Legal  Requirements. "Legal  Requirements"  shall  mean  and  refer  to 
all laws, statutes and ordinances including building codes and zoning regulations and 
ordinances and the orders, rules, regulations and requirements of all federal, state, county, 
city or other local jurisdiction departments (including the Port), agencies, bureaus, offices 
and other subdivisions thereof, or any official thereof, or of any other governmental, 
public or quasi-public authority, which may be applicable to or have jurisdiction over the 
Premises, specifically including the rules and regulations promulgated by the Port for 
general application at the Airport and the Guidelines. 
1.6.   Port Project Manager. "Port Project Manager" shall mean the Port's 
Project Manager assigned to assist the tenant through the Port processes as the Port may 
designate from time-to-time. 
1.7.   Port  Representative.  "Port  Representative"  shall  mean  the  Port's 
Aviation Property Manager or his/her designee. 
1.8.   Port Standards. "Port Standards" shall mean the Sea-Tac Rules and 
Regulations,  the  Regulations  for  Airport  Construction,  the  Tenant  Design  and
Construction Process Manual (also known as, and referred to herein, as the "Tenant 
Roadmap"), the CAD Standards Manual, the Port's mechanical, electrical, water and 
waste, and industrial waste and storm drainage standards and any other, similar document 
establishing requirements and/or standards for design and construction at the Airport. 
1.9.   Project. "Project"  shall  mean  the  project  described  in  Section  2  of 
this Agreement. 
1.10.  Project Documents.  "Project Documents" shall mean a written scope 
of work description and drawing(s)/graphic(s) which graphically represent the location 
of the Project and overall Project attached as Exhibit B. 
1.11.  Required  Reimbursement  Documentation. "Required  Reimbursement 
Documentation" shall mean Intents to Pay Prevailing Wages and all Commissioning 
and  Project Close Out documentation as referenced in Section 3.5.

EXHIBIT B 

1.12.  Schedule of Values (SOV). "SOV" shall mean an itemized list of project 
scope (in a format reasonably approved by the Port) that defines to an appropriate level 
of detail the key Tenant Improvement scope, clearly separating out the Port's approved 
Eligible Tenant Improvements and associated soft costs. The SOV may be based on 
either  an  Engineer's Estimate or a detailed  construction bid based on the Project
Documents. 
1.13.  Substantial Completion. "Substantial Completion" shall mean the date 
certified jointly by the Tenant and the Port on which the Project (or specified portion
thereof)  is  substantially  complete  for  final  Contractor  payment  and  Close  Out  in 
accordance  with  Tenant's  contract  with  the  Contractor  and  applicable  Legal 
Requirements. 
1.14.  Tenant  Improvement.  "Tenant  Improvement"  shall  mean  those 
permanent  physical  tenant  improvements  that  Tenant,  subject  to  the  Port's  prior 
written  consent, makes to its current Premises. Tenant Improvements do not include 
furniture, fixtures or equipment, except to the extent such furniture, fixtures or equipment 
have/will become so  permanently affixed to and incorporated into the Premises that 
they have become part of the building of which the Premises is a part. 
1.15.  Tenant  Reimbursement  Amount.  "Tenant  Reimbursement  Amount" 
shall  mean  the  amount  the  Port  determines  it  will  reimburse  to  Tenant  for  the 
Project  as  provided in Section 2.2 of this Agreement. The Tenant Reimbursement 
Amount is based on the Port's approved SOV and is attached as Exhibit A. 
2.     PROJECT 
2.1.   Description.  The  American Express Lounge Expansion  Project  (the 
"Project") will upgrade for occupancy approximately 1,400 square feet of shell space
built as part of the B2 Expansion for Delta Sky Club Project ((C800690/U00200), which
will be incorporated (removal of portion of former exterior wall on Concourse B) into
Tenant's existing premises. 
2.2.   Project  Eligibility.  The  Port  Representative  has  reviewed  the  Project 
Documents  that  were  submitted  by  Tenant  and  has  issued  the  Improvement 
Reimbursement Letter attached as Exhibit A. The Tenant Improvement Reimbursement 
Letter  identifies  the  Eligible  Tenant  Improvements  and  establishes  the  Tenant 
Reimbursement Amount based on an itemized SOV. The Tenant Reimbursement Amount 
is referenced and attached in Exhibit A. 
2.3.   Approved Project. The Port's approval of the Project, identification of the 
Eligible Tenant Improvements and establishment of the Tenant Reimbursement Amount 
are all predicated on its reviews of the Project Documents. These Project Documents are 
specifically incorporated into this Agreement by this reference. Tenant acknowledges that 
any changes to the Project from that reflected in the Project Documents may affect the 
Port's approval, the determination of the Eligible Tenant Improvements and/or the Tenant 
Reimbursement Amount.  Therefore, Tenant shall keep the Port reasonably informed

EXHIBIT B 

about the progress of the Project and any changes (specifically including clarifications 
and additional design details developed during construction) thereto as more specifically 
set forth in Section 3. 
2.4.   Prevailing Wages. In order for the Tenant to be eligible for and obtain the 
Tenant Reimbursement Amount, Tenant shall, in connection with the labor associated 
with the construction of the Eligible Tenant Improvements, comply with all prevailing 
wage laws in the State of Washington applicable to the Port, as set forth in RCW 39.12 
and the regulations thereunder. The Port will provide such assistance as Tenant may 
reasonably request in complying with this requirement, and will require Intents to Pay 
Prevailing Wages documentation as part of the Required Reimbursement Documentation. 
2.5.   Project Management. Tenant shall utilize an experienced project manager 
to manage the Project. It is the Port's expectation that the Tenant's project manager will 
proactively manage the Project to meet all schedule objectives. 
3.     CONSTRUCTION OF PROJECT 
3.1.   Schedule.   Tenant   shall   submit   a   baseline,   critical-path-method 
construction  schedule  to  the  Port  Project  Manager  prior  to  the  commencement  of 
construction. Tenant shall also provide the Port Project Manager monthly schedule
updates to this baseline schedule and three-week look-ahead schedules during the course 
of construction of the Project. These documents shall be in such form and number as the 
Port Project Manager reasonably requests, which may include submissions in native 
(Microsoft Project or Primavera) format. 
3.2.   Port Comments and Approvals/Disapprovals. 
3.2.1  The  Tenant  must  follow  the  Port's  Tenant  Design  and  Construction 
Process by which the Port will provide comments and approvals on tenant 
design and construction, as well as comply with all other Port Standards. 
Tenant shall incorporate any comment or condition of the Port's approval 
prior to proceeding with the portion of the Project for which the Port 
provided such comment or condition. Tenant shall not proceed with any 
portion of the Project for which the Port has notified Tenant in writing
of its disapproval. 
3.2.2  In  the  event  that  Tenant  fails  to  incorporate  any  such  comment  or 
condition or proceeds with any work disapproved by the Port, the Port
shall specifically have the right to require the removal of the particular 
portion of the Project (and any other portion dependent thereon) to the
extent that the portion violates a Legal Requirement, the Port Standards or, 
in the Port's reasonable opinion, negatively affects the building or

EXHIBIT B 

the structure of which the Project is a part; otherwise, the Port shall have 
the  right  to  remove  the  particular  portion  from  the  Eligible  Tenant 
Improvements and Tenant Reimbursement Amount. In that event, Tenant 
may proceed and assume responsibility for all costs associated with the 
affected portion of the Project. 
3.3.   Non-Conforming Construction. The Port has the right to inspect  the 
Project as it progresses through completion and specifically reserves the right to issue 
notice to Tenant (a "NCR") of any non-conforming construction. Tenant shall resolve 
any issues identified in a NCR to the Port's reasonable satisfaction. In the event that 
Tenant fails to resolve such items to the Port's reasonable satisfaction, the Port shall 
specifically have the right to require the removal of the particular portion of the Project 
(and any other portion dependent thereon) to the extent that the portion violates a Legal 
Requirement, the Port Standards or, in the Port's reasonable opinion, negatively affects 
the building or structure of which the Project is a part; otherwise, the Port shall have the 
right to remove the particular portion from the Eligible Tenant Improvements and Tenant 
Reimbursement Amount. 
3.4.   Warranties. All contracts that are subject to reimbursement under this 
Agreement  shall  contain  a  provision:  (i)  that  the  Port  of  Seattle  is  a  third-party 
beneficiary of the agreement, and (ii) that all representations, warranties and guaranties 
are fully assignable to, and may specifically be enforced by, the Port of Seattle. 
3.5.   Commissioning and Project Close Out Documentation. 
3.5.1 Commissioning:  Tenant shall be responsible for commissioning 
the  Project,  specifically  including  the  Eligible  Tenant  Improvements. 
Tenant  shall  be  responsible  for  hiring  any  necessary  commissioning
agent(s).  Commissioning  activities  shall  be  performed  in  a  manner 
consistent with the Port's processes, which are specifically set forth in 
Division 01, Section 019100 of the Port's master specifications for major 
construction    projects.    This    document    is    available    at 
https://hosting.portseattle.org/prms. 
3.5.2 Project Close Out: Tenant shall close out the project in a manner 
consistent with the Port's processes, which are specifically set forth in 
Division 01, Section 01770 of the Port's master specifications for major 
construction    projects.    This    document    is    available    at 
https://hosting.portseattle.org/prms. The Port will not release the Tenant 
Reimbursement Amount until final operations and maintenance (O&M) 
manuals are received for all Eligible Tenant Improvements and the Port 
has received any necessary training.

EXHIBIT B 

3.5.3 As-built Documents: Tenant shall provide as-built documentation 
related to the Project in a manner consistent with the Port's processes, 
which are specifically set forth in Division 01, Section 017829 of the 
Port's  master  specifications  for  major  construction  projects.  This 
document is available at https://hosting.portseattle.org/prms. The Port will 
not  release  the  Tenant  Reimbursement  Amount  until  final  as-built 
drawings are received for the Project. 
4.     REIMBURSEMENT PROCESS 
4.1.   Procedure for Reimbursement. Upon completion of Project construction, 
Tenant  shall  submit  to  the  Port  Representative  the  Required  Reimbursement 
Documentation. The Port Representative and Port Project Manager shall review the 
documentation and reasonably verify that the particular work for which reimbursement is 
sought has been performed and is in compliance with all of the requirements of the 
Guidelines. Following the Port's confirmation and acceptance of all Project scope, 
completion of all Commissioning and Close Out requirements, as well as submission of 
all   Required   Reimbursement   Documentation,   the   Port   will   pay   the   Tenant 
Reimbursement Amount within forty-five (45) days. 
4.2.   Port Review. Nothing that the Port may do, or fail to do, as part of its 
review of any request for reimbursement sought by Tenant shall relieve Tenant of the full 
responsibility to comply with this Agreement, the applicable provisions of the Lease, or 
any Legal Requirements or Port Standards related to the Project. Tenant shall render such 
assistance in review and verification as the Port Representative or Port Project Manager 
may reasonably request. 
5.     TITLE TO IMPROVEMENTS 
Consistent with Sections 7.2 and 18.2 of the Lease, the Port shall own all Tenant 
Improvements for which reimbursement is made pursuant to this Agreement, and Tenant
shall have no interest therein. 
6.     MISCELLANEOUS 
6.1.   No Other Agreement. This Agreement sets forth all covenants, promises, 
agreements,  conditions  or  understandings  between  the  parties  concerning  the 
reimbursement  of  Tenant  Improvements  for  the  Project.  There  are  no  covenants, 
promises, agreements, conditions or understandings, either oral or written, between the 
parties other than as are set forth in this Agreement.

EXHIBIT B 

6.2.   Modification. No subsequent alteration, amendment, change or addition 
to this Agreement shall be binding unless reduced to writing and signed by both parties 
hereto. 
6.3.   Governing Law.  This  Agreement shall  be construed and enforced in 
accordance with the laws of the State of Washington without regard to choice of law 
principles. In the event that any term, covenant, condition or other provision of this 
Agreement is held to be invalid, void or unenforceable, the remainder of the terms, 
covenants, conditions or provisions of this Agreement shall remain in full force and 
effect. 
6.4.   Fair Construction. The parties acknowledge and agree that the language 
of this Agreement shall be construed as a whole according to its fair meaning and not 
strictly for or against any of the parties. The captions and section numbers appearing in 
this Agreement are inserted only as a matter of convenience and in no way define, limit, 
construe or describe the scope or intent of such sections nor in any way affect this
Agreement. 
6.5.   Attorneys'  Fees.  In  the  event  any  party  requires  the  services  of an 
attorney in connection with enforcing the terms of this Agreement or in the event that suit 
is brought for the breach of any representation, covenant or condition of this Agreement, 
the prevailing party shall be entitled to a reasonable sum for attorneys' fees, consultants' 
or experts' fees, witness fees and other costs and expenses, including any arbitration fees 
and fees of any arbitrator. 
6.6.   Successors and Assigns. This Agreement and each of its covenants and 
conditions shall be binding upon, and shall inure to the benefit of, the parties hereto and 
the respective successors and assigns. 
6.7.   Relationship of the Parties. Nothing contained in this Agreement shall be 
deemed or construed as creating the relationship of principal and agent, partnership, or 
joint venture partners, and no provision contained in this Agreement, nor shall any acts of 
the Port and Tenant be deemed to create any relationship other than that of landlord and 
tenant. 
6.8.   Survival.   Any provision of this Agreement, which contemplates
performance or observance subsequent to termination or expiration of this Agreement
(including, without limitation, confidentiality, limitation of liability and indemnification
provisions) will survive termination or expiration of this Agreement and continue in full
force and effect. 
6.9.   No Third Party Beneficiaries and Parties' Relationship. Except as set forth
herein, this Agreement is for the sole benefit of the parties hereto and their successors and
permitted assigns and nothing herein express or implied shall give or be construed to give
any person other than the parties hereto any legal or equitable rights hereunder. Nothing
in this Agreement will be construed to create any franchise, joint venture, trust,
partnership or any other similar relationship between the Parties for any purpose

EXHIBIT B 
whatsoever. 
6.10.  Dispute Resolution. Prior to initiati ng any formal proceeding, each party
shall first attempt to resolve any claim arising out of this Agreement or any applicable
laws, regulations or government-issued rules and guidance ("Dispute"), by first having a
senior-level employee provide notice to a senior level-employee of the other party
followed by such individuals reasonably discussing the Dispute. However, either party
may seek a temporary restraining order or other temporary or preliminary relief during
such discussions. 
6.11.  Counterparts. This Agreement may be   executed in two or more
counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same. 
6.12.  Exhibits. The Exhibits outlined below are attached to this Agreement after 
the signatures and by this reference are incorporated herein: 
Exhibit A:    Improvement Reimbursement Letter: Including Schedule of Values 
(SOV). 
Exhibit B:    Project   Documents:      Project    scope   description   and
drawing(s)/graphic(s)

EXHIBIT B 

Executed for and on behalf of; 
PORT OF SEATTLE             AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY,
INC. 

By:                                By: 
Its:                                             Its: 
Dated:                              Dated:

EXHIBIT B 

EXHIBIT A 
IMPROVEMENT REIMBURSEMENT LETTER 
[To be drafted reflecting below estimate]

EXHIBIT B 

EXHIBIT B 
PROJECT DOCUMENTS 
[To be added upon design completion and prior to TRA execution]