8d. Memo

Tenant Reimbursement Agreement with Planewear LLC

AGENDA MEMORANDUM                    Item No.         8d 
ACTION ITEM                            Date of Meeting     February 14, 2023 

DATE :     January 11, 2023 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Jeff Wolf, Interim Director Aviation Commercial Management 
Khalia Moore, Senior Manager Airport Dining and Retail 
SUBJECT: Planewear Tenant Reimbursement Agreement (TRA) 
Amount of this request:           $1,500,000 
Total estimated project cost:       $1,500,000 
Request  Commission  authorization  for  the  Executive  Director  to  execute  a  Tenant 
Reimbursement Agreement (TRA) with Planewear, LLC (Planewear) for $1,500,000 for the design
and construction of approximately 1,750 square feet of Airport Dining and Retail (ADR) space. 
The Port of Seattle (Port or SEA) and Planewear, a small, local, woman-owned Airport Concession
Disadvantage Business Enterprise (ACDBE) business, entered into a Lease and Concession
Agreement (Agreement) on June 19, 2018, for space CT-27 as a part of Lease Group 4.  The
Agreement will expire on December 31, 2033 (includes a six (6) year Commission approved
extension). CT-27 will be severely affected by the upcoming Concourse C Expansion (CCE) project
requiring Planewear to close their business for several years. After working with the tenant and
through additional space evaluation, ADR staff and Aviation Project Management (AVPMG)
identified a new comparable location (CT-09) within the Central Terminal for Planewear to
relocate with a new tenant reimbursement project.
Planewear is a long-standing ACDBE tenant in the ADR program who has worked their way up
through both the Introductory and Intermediate kiosk programs. Planewear competitively bid
and won in Lease Group 4 and was awarded their first long-term inline location in 2018. Due to
the pandemic, the space construction was delayed but the build out was completed during the
height of the pandemic in 2020. Planewear’s current space has been impacted multiple times
during the term of their Agreement with several impacts to the design, construction, and
operation of their current location. These impacts have included HVAC deficiencies making the
designed scope unable to be built resulting in a secondary package with limited design scope.
During the capital project design process, in an effort to provide the needed infrastructure for

Template revised January 10, 2019.

            COMMISSION AGENDA – Action Item No. 8d                                 Page 2 of 5
Meeting Date: February 14, 2023 
the building, the proposed and contractually agreed upon expansion of space for the tenant had
to be eliminated, resulting in a minimal storefront materials improvement which would require
the complete closure of the business for approximately three (3) years. To mitigate the design
and buildout issues impacting the tenant’s space, ADR determined that the best business practice
was to recapture the current space (CT-27) due to the CCE project needs and relocate the tenant 
to a comparable location (CT-09) which would be activated in advance of the closure of the
current location. To meet the current CCE construction scheduled start date of Q3 2023 and have
Planewear relocated in time, Planewear has agreed to relocate their operations from space CT-
27 (1,585 square feet) to space CT-09 (1,771 square feet).
Scope of Work
As part of this relocation the Port will execute a TRA with Planewear to cover the actual,
reasonable cost for the design and remodel of space CT-09.  The remodel includes, but is not 
limited to, permitting plans and costs, the demolition of the existing fixtures, new electrical
service, millwork installation, and new storefront signage.
Commission design authorization               2023 Q1 
Design start                                       2023 Q1 
Construction start                                2023 Q2 
In-use date                                       2023 Q3 
Cost Breakdown                                     This Request           Total Project 
Design                                                 $300,000.00            $300,000.00 
Construction                                          $1,200,000.00          $1,200,000.00 
Total                                                      $1,500,000.00           $1,500,000.00 
Alternative 1 - Port perform the design and construction effort to relocate Planewear to their
new space. 
Cost Implications: estimated range $2,100,000 to $2,900,000 
(1)   Tenant Reimbursement Agreement not needed.
(1)   Due to the timing of the relocation in conjunction with the CCE Project, the relocation
date will be delayed thus delaying the CCE Project progression due to the timing 
associated with Port processes.

Template revised June 27, 2019 (Diversity in Contracting).

            COMMISSION AGENDA – Action Item No. 8d                                 Page 3 of 5
Meeting Date: February 14, 2023 
(2)   Port will be required to do additional space upgrades prior to/in conjunction with the
relocation efforts as approved by Commission on March 8, 2022, which could increase
the costs of this project. 
This is not the recommended alternative. 
Alternative 2 – Not relocate Planewear and buy out the agreement utilizing the Net Book Value
Cost Implications:  Net Book Value for CT-27 (approximately $200,000) Additional costs
associated with the necessary space upgrades to CT-09 for RFP release and revenue to the Port
not realized for the CT-09 space have not yet been estimated. 
(1)   Space the tenant currently occupies could be leased to another tenant at no additional
cost to the Port as a part of the CCE RFP for a Q1/Q2 2026 opening (after CCE project
(1)   Loss of a small/local/woman owned ACDBE business and fifteen (15) employees.
(2)   A lease buyout for this tenant was not considered in the CCE project and would require
additional approvals and a budgetary increase for the project. 
(3)   Two (2) prominent locations within the program will sit vacant for an extended period. 
(4)   Port will need to conduct space upgrades to the CT-09 space in advance of releasing the
location for RFP which would be an additional, non-budgeted cost for approval. 
(5)   Due to additional impacts from Capital Projects throughout the program, the ACDBE
participation at SEA is decreasing and will be further impacted with this loss.
This is not the recommended alternative. 
Alternative 3 – Enter into a TRA with Planewear for them to design, remodel and relocate to the
CT-09 space.
Cost Implications: Not to exceed $1,500,000.
(1)   Planewear already has all the finish specifications and can begin ordering long lead
items immediately.
(2)   Greater chance of Planewear bettering or meeting the relocation date required by the
CCE Project ensuring that there would be no CCE project delays due to relocation
(3)   Small, local, woman owned ACDBE business tenant is made whole after numerous
impacts to business and operations and is maintained in the program. 
(4)   Revenue generation on a location (CT-09) that would otherwise be without revenue for
multiple years.
(5)   No anticipated downtime between location operations.

Template revised June 27, 2019 (Diversity in Contracting).

            COMMISSION AGENDA – Action Item No. 8d                                 Page 4 of 5
Meeting Date: February 14, 2023 
(6)   Additional space upgrades would be deferred until RFP release in 2034. 
(1)   Construction  cost  may  increase,  and  supply  chain  issue  may  delay  the  project
This is the recommended alternative. 
Cost Estimate/Authorization Summary              Capital        Expense           Total 
Original estimate                              $2,100,000.00               $0   $2,100,000.00 
Previous authorizations                                   $0               $0               $0 
Current request for authorization             $1,500,000.00               $0   $1,500,000.00 
Total authorizations, including this request    $1,500,000.00               $0   $1,500,000.00 
Remaining amount to be authorized         $1,500,000.00             $0   $1,500,000.00 
Annual Budget Status and Source of Funds 
As this is an impact by a capital project, it has been determined that this funding will be requested
as a mid-year addition to the airport capital plan. The budget was transferred from the Non-
Aeronautical Allowance CIP C800754 resulting in no net change to the Airport capital budget. The
funding source would be the Airport Development Fund (ADF). 
Financial Analysis and Summary 
Project cost for analysis              $1,500,000 
Business Unit (BU)                  Airport Dining and Retail 
Effect on business performance    NOI after depreciation will decrease, due mainly to
(NOI after depreciation)             increased capital costs (leading to depreciation). 
Annual revenues paid by the tenant to the Port most
likely will not change or be interrupted due to the
intended timing of relocation (new location commences
as the old location is decommissioned). Also, if tenant is
not relocated, there will be a loss in revenue to the Port
until such time that the new space (CT-09) is leasedapproximately
Q1/Q2 2026. 
IRR/NPV (if relevant)                N/A 
CPE Impact                       N/A 

Template revised June 27, 2019 (Diversity in Contracting).

            COMMISSION AGENDA – Action Item No. 8d                                 Page 5 of 5
Meeting Date: February 14, 2023 


Template revised June 27, 2019 (Diversity in Contracting).


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