PORT OF SEATTLE  AVIS RENT A CAR SYSTEM, INC.

INDEPENDENT ACCOUNTANTS' REPORT ON
AGREED-UPON PROCEDURES RELATING TO AVIS
RENTAL CAR CONCESSION AGREED/TENT FOR THE TWO
'IIWELVE-MONTH PERIODS ENDED OCTOBER 31 2008 AND 2007
,

INDEPENDENT ACCOUNTANTS' REPORT
ON AGREED-UPON PROCEDURES

June 29, 2009

To: Applicable Management of Port of Seattle

We have performed procedures requested by you with respect to the calculation and payment of
concessionable revenue, and audit requirements included in the Rental Car Lease and
Concession Agreement (the Agreement) dated November 1, 2004 between the Port of Seattle
(POS) and Avis Rent A Car Systems, Inc. (Avis) for the two twelvemonth periods ended
October 31, 2008 and 2007. This report is solely for your information and is not to be used for
any other purpose. It is intended to assist ,POS in evaluating Avis's compliance with the lease
requirements. This agreed-upon procedures engagement was performed in accordance with
attestation standards established by the American Institute of Certified Public Accountants. The
sufciency of these procedures is solely the responsibility of the specied users of the report.
Consequently, we make no representation regarding the sufficiency of the procedures described
below either for the purpose for which this report has been requested or for any other purpose.
Following is a listing of the procedures that we performed with respect to the above noted lease
period and the results and conclusions we formed as a result of such procedures.

General Description of Procedures Performed
The majority of our eldwork was performed with the assistance of Avis's accounting personnel
in Parsippany, New Jersey. Avis operates a rental system, known as the Wizard System, which
feeds the Business Adjustments Report (BAR) after the rental is closed; as such there is no
manual input into the BAR. The BAR represents all rental revenue earned in a month by each
rental station, and is presented in two reports. The first report, the detailed BAR report, lists all
closed rental agreements showing the break-down by each revenue category and is a very large
report provided by Avis in Excel format. The second report, the Summary BAR report, is a
three-to-four page summary of the detailed BAR [See Exhibit A]. Avis accountants use the BAR
to prepare the monthly gross receipts letter and supporting detail is submitted to the P08 (P08
letter). Avis accountants also use the BAR to prepare the Schedule of Concessionable Revenue
(SCR), which summarizes concessionable totals from the BAR [See Exhibit B ] The SCR is
prepared at the end of the fiscal year to determine any over or underpayments to the POS.

We obtained the entire BAR for the test months of February 2007, September 2007, March 2008,
and October 2008. We also obtained the three-page summary of the BAR and the SCR for the
two twelve month periods ended October 31, 2008 and 2007 . The following is a listing of
procedures performed during this engagement.

1.  Reporting
Avis provided the requested BAR reports in a DOS-based format that inter-mixed
alphanumeric characters with numeric sub-totals. Per Avis, the DOS export was the only
available download from the RDS system to support the BAR reports. The DOS-based

accuracy of the BAR totals, we selected, on a sample basis, Rental Agreements (RAs),
and agreed individual revenue line items, and the RA totals to the detailed BAR. Based
on our testing, the detailed BAR totals appear to accurately represent individual RAs, and
thus will be used for the purpose of our procedures. However, we recommend that in the
future, the POS require Avis to provide a detailed schedule in a non-DOS electronic
format that can be recalculated.

2.  Rental Agreements
We selected a sample of 80 closed rental agreements from the months of February 2007,
September 2007, March 2008, and October 2008. We also obtained copies for each
closed RA selected. We reviewed the revenue reported on each rental agreement and
veried agreement with amounts posted in the detailed BAR. While reviewing the RAs,
we noted a fairly consistent numerical sequencing ofRA numbers, with certain blocks of
numbers representing individual locations. However, we were not able to verify whether
the missing RA numbers within the assigned Sea-Tao blocks were voids or other non
revenue producing rental agreements. Based on discussions with Avis staand our
procedures, nothing came to our attention that would indicate missing revenue producing
rental agreements.

3.  Schedule of Concessionable Revenue
The BAR summary report, used to prepare the POS letter and the SCR, segregates
revenue, and adjustments to revenue, by assignment of letter-codes. The letter-codes are
used to identify concessionable revenue from non-concessionable revenue. Based on
descriptions of each lettercode, and the denition of Gross Revenue per the Agreement,
we identied certain concessionable lettercodes that were reported as non-
concessionable on the SCR. We noted the following, as noted in the Schedule of
Findings:

Avis Incremental Discount
We noted that the Avis Incremental Discount known as (AID) is being deducted from
T&M on the BAR for the two twelve month periods ended October 2008 and October
2007. In 2008 and 2007, T&M was reported on the POS letter net of AID discount.
Based on the Agreement this type of discount is not deductable from T&M as it is not on
the face of the Rental Agreement. Thus, we have included these discounts as a.finding in
the Schedule ofFindings. The AID deductions totaled $169,213 and $1 60, 699for the
two twelve month periods ended October 31, 2008 and 200 7, respectively.

Valet Services
We noted a revenue category total, titled Valet Services on the BAR report, was not
included in the SCR for the two twelvemonth periods ended October 2008, and 2007. Based on
discussion with Avis staff, this fee began in November 2005. The Valet Service fees are
recovery-handling fees, charged by the Avis Claims Department, and are shown in the BAR
report. The fees are charged when the Avis Claims Department goes after a default customer.
Yhe Agreement does not specifically exclude thesefrom the definition ofGross Revenue,
thus we have included Valet Services revenue as part ofconcessionable revenue in the
Schedule ofFindings. The Valet Services total is, $2,300 and $1, 350, for the respective
two twelve month periods ended October 3], 2008, and 200 7.

Reporting Errors
In the process of agreeing the BAR to SCR and to the POS letter, we noted Reporting
Errors in several months. The Miscellaneous revenue category in the BAR consists of
several revenue items such as Additional Driver, Cleaning Maintenance, Other, Child
Safety Seats, Under 25 Years Renter, Underage Fee, and Navigation. These categories of
revenue are lumped into a single line item on the SCR. The summation is done manually,
increasing the risk of clerical error. During our test, we noted such clerical errors and
have included them in our Schedule of Findings. The total reporting errors are
($17,865) and ($1,151), for the respective two twelve month periods ended October 31,
2008 and 2007.

GPS
In the process of agreeing the BAR to SCR and to the POS letter, we noted that in several
months the GPS category was not included as part of concessionable revenue or it was
reported in the POS letter but not added in the total of concessionable revenue in that
letter. We have included these revenues as part of concessionable revenue in the
Schedule of ndings. The total GPS unreported was $364, 1 48.for the twelve months
ended October 31, 2007.

Revenue Double Reported
In the process of recalculating the POS letter and agreeing it to the BAR, we noted
certain BAR amounts were double reported in the POS letter, thus overstating revenue for
August 2007 and September 2007. We have included these adjustments in the Schedule
of Findings. The total Revenue Double Reported was ($51, 792) for the twelve months
ended October 31 200 7.

Other Vehicle License Fee
The SCR shows totals of Time and Mileage (T&M), LDW, One Way Fee, Insurance,
APO Fee, FTP Tax, Government Surcharge, Gas, Miscellaneous Fees, Vehicle
Exchanges, AID, and Other. For the two twelve-month periods ended October 31, 2008
and 2007, we agreed revenue amounts in the BAR to the SCR totals and noted one
discrepancy. We noted a reporting dierence of$2 75 duefrom Other Vehicle License
Feefor the twelve months ended October 31, 200 7. This amount is included in the
Schedule ofFindings.

Other Revenues
We noted that in certain months new revenue categories such as DVD and WIFI revenues
were not rerported as part of concessionable revenue in the POS letter. The revenue
underreported totaled $2 74for the twelve months ended October 31 2008.

4.  Contract Compliance
We tested the following contract compliance items per the Agreement; Article 5.1
Concession Fees; 5.2.2 Annual Report; 5.2.5 Rental Car Concession Fee, and 7.21 Report
Forms and Records.

0  Concession Fees & Recovery of Percentage Fee
We agreed the total monthly Gross Revenue for each of the twelve months ended October
31, 2008 and 2007 per the SCR to the monthly payment received by the Port of Seattle.
We were able to verify that amounts paid were ten percent of total concessionable
revenue per the SCR for the months that concessionable revenues exceeded the monthly
minimum guarantee; except as discussed below. In the months concession revenue did
not exceed the monthly minimum guarantee amount we noted Avis paid the minimum
guarantee. We notedfor September 200 7, the net amount due to the Port ofSeattle was
under reported by $23,500. The POS will be responsiblefor reconciling the concession
payments.

Annual Report  Based on the Agreement, "Concessionaire shall submit, for the approval of
the Port, an "Annual Report" for each Agreement year during the Term of this Agreement.
Such Annual Report shall be submitted no later than ninety (90) calendar days following the
last day of each Agreement Year. Concessionaire shall bear the entire cost of preparing and
providing such reports. The Annual Report shall be prepared by Concessionaire and
signed by its chief nancial ofcer, or their designee, attesting to the amounts shown. The
Annual Report shall also be audited by an independent certied public accounting rm in
accordance with generally accepted auditing standards ("GAAS"), with a copy of the
independent certied public accounting rm's audit report sent to the Port stating that in its
professional opinion, based on the audit, the Concession Fees paid by the Concessionaire
during the previous Agreement Year were properly calculated and paid in accordance with the
terms and conditions of the Agreement." Based on the date per the audit reportfor the
two twelve-month periods ended October 31, 2008 and 200 7, the reports are dated within
the 90 calendar days, as required by the agreement. However, we are unable to verify
that the POS received the annual report within the 90 calendar days as required by the
lease agreement.

Customer Facility Charge  The Port required Avis to collect a Customer Facility Charge
(CFC) of $4/day, which started in 2006 on all vehicle rental transactions originating at the
Airport. This fee increased to $5/day effective July 'lSt 2008. For the rental agreements
selected in the Months of February 2007, September 2007, March 2008, and October 2008,
we were able to verify that Avis is charging its customers appropriately on the rental
agreements. We were also able to verify that total CFC's for the above selected months, per
the BAR were paid to the Port of Seattle. Based on our testing it appears that CFC 's are
being collected andpaid to the Port as required in the Agreement.

Conclusion
Based upon our detailed testing, nothing came to our attention that suggested rental agreement
revenue, per supporting rental agreements, was not being captured by the reporting system used
by Avis. The discrepancies resulting from our testing, and disclosed above, relate primarily to
types of revenue not reported and reporting errors. Included on the next page is a Schedule of
Findings that quanties revenue we have added to total concessionable revenue, including Avis
Incremental Discounts (AID), Valet Services, Reporting Errors and Other Revenues totaling
$153,922 for the twelve-months ended October 31, 2008. For the twelve-months ended October
31, 2007, we have included amounts for Avis Incremental Discounts (AID), Valet Services,
Reporting Errors, GPS, Revenue Double Reported and Other Vehicle License Fee totaling
$473,529 of additional revenue that we believe is concessionable per terms of the Agreement.
These additional revenues result in $ 15,392 of additional concession rent for the twelve-months
ended October 31, 2008 and, $47,353 of additional concession rent for the twelvemonths ended
October 31, 2007 due to the POS.

Because the above described procedures were not sufcient to constitute an audit made in
accordance with generally accepted auditing standards, we do not express an opinion on the
overall nancial position of the Port of Seattle, or Avis Rent A Car System, Inc.

An agreed-upon procedures engagement is one in which a practitioner is engaged by a client to
issue a report of ndings based on specic procedures performed on a subject matter. The
specied parties and the practitioner agree upon the procedures to be performed by the
practitioner that the specied parties believe are appropriate. In an engagement performed under
this section, the practitioner does not perform an examination or a review, and does not provide
an opinion or negative assurance. Instead, the practitioner's report on agreed-upon procedures is
in the form of procedures and ndings.

Sincerely,

Certied Public Accountants

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EXHIBIT A

SAMPLE BAR

(BUSINESS AND ADJUSTMENT REPORT)

RDSM04P1                         BUSINESS AND ADJUSTMENT REPORT ~r 314:4"7/4                    PAGE:   6,863
RDS070P                         LOCATIONS SUMMARY INFORMATION                           RUN DATE: 02NOV08
RDS30032                           PERIOD ENDING 310CT08                             RUN TIME: 09155=53

Z02704
OWNING LOCATION (NOT EQUAL RENTER)   STATION NUMBER                              VENDOR NUMBER
:
46 84 20 RENTING LOCATION                STATION NUMBER :01263

CONTRACT     TIME    ONE WAY                      PAI/PEP/                INTERCITY AIRPORT/FTP  REGISTRN
&
RECORDS      MILEAGE   FEE     MISC    GAS      LDw  ALI/PAI+   SURCHG    TAX     SPLIT     TEE /TAx    FEE

A OWNED    2,782,476.64       146,385.06        78,474.86       709,222.83          0.00             0.00
CARS              7,319.44        238,680.77        47,108.72        307,890.47        358,907.43

B FORGN     187,940.43        10,954.25         9,881.60        48,262.15       68,214.57              0.00
CARS              8,400.00        13,290.31         7,642.54        22,613.08         25,975.65

ADJ/AID     TIME &  ONE WAY                     PAI/PEP/               INTERCITY AIRPORT/FTP  REGISTRN
RECORDS      MILEAGE   FEE     MISC    GAS      LDW  ALI/PAI+   SURCEG    TAX     SPLIT     FEE /TAX    FEE

C ADJ        8,453.00         791.04          539.43           8.57          90.11              0.00
0.00          969.70-          82.38        1,173.43          859.83-

D AID       12,312.54          0.00           0.00           0.00           0.00             0.00
0.00            0.00           0.00            0.00            0.00

CONTRACT/    TIME 4  ONE WAY                     PAI/PEP/                INTERCITY AIRPORT/FTP  REGISTRN
ADJ/AID     MILEAGE   FEE     MISC    GAS      LDw  ALI/PAH   SURCHG    TAX     SPLIT     FEE /TAx    EEE

SUE     2,949,651.53       156,548.27        87,817.03       757,476.41        68,124.46              0.00
TOTAL           15,719.44       251,001.38        54,668.88       329,330.12        384,023.25


LOYEE     TIME &  ONE WAY                      PAI/PEP/                INTERCITY AIRPORT/FTP  REGISTRN
ROS      MILEAGE   FEE      MISC    GAS      LDW  ALI/PAI+   SURCEG    TAx     SPLIT     FEE /TAx    FEE

0         676 57            93 10-           311.88           217 10            0 00                 0 00
0 00               253 47-                0.00               100 28                32 75

0.00           0.00            0.00            0.00           0.00              0.00
0.00            0.00            0.00            0.00            0.00

TIME &  ONE WAY                      PEI/PEP/                INTERCITY AIRPORT/FTP  REGISTRN
MILEAGE   FEE     MISC    GAS      LDW  ALI/PAI+   SURCEG    TAX     SPLIT     FEE /TAX    EEE

8,974.96       156,455.17        87,505.15       757,259.31       68,124.46              0.00
15,719.44        250,747.91        54,668.88        329,229.84        383,990.50

PAGE:   6,864
BUSINESS AND ADJUSTMENT REPORT
RDSM04P1                                                                    RUN DATE! OQNOVOB
LOCATIONS SUMMARY INTORMATION
RDSO70P                                                                   RUN TIME= 09=55=53
PERIOD ENDING 310CT08
RDS30032

VENDOR NUMBER 402704
LOCATION (NOT EQUAL RENTER)   STATION NUMBER :
OWNING
STATION NUMBER :01263
46 84 20 RENTING LOCATION

AIRPORT/TTP  REGISTRN
INTERCITT
PAI/PEP/
COMPANY      TIME &  ONE WAY                                                     /TAX    TEE
SURCHG    TAX     SPLIT     TEE
REVERSALS    MILEAGE   TEE     MISC    GAS      LDW  ALI/PAH
0 00
4,990 76                0.00                0 00
176,300.57          0 00
G OWNED                                                                                         0.00
12,126.67-          478 20           0 00
CARS                0 00
00
0.00            0.00               0
0.00           797.65
U TORGN        15,438.01                                                                               0.00
1,138.77-          249.75-            0.00
CARS                0.00

AIRPORT/FTP  REGISTRN
INTERCITY
PAI/PEP/
TIME &  ONE WAY
SPLIT     TEE /TAX    TEE
SURCEG    TAX
PRORATE     MILEAGE   TEE     MISC    GAS      LDU  ALI/PAI+
0 00
0.00            0.00
5,296.59
I  OWNED        158,679.87                  0.00                                                                        0.00
11,552.22           622 95            U 00
CARS               0 00
0 00
326.75             0.00         3,599.90
0.00
J TORGN        9,039.65                                                                          0.00
19.80            0.00
CARS               0.00          828.80

AIRPORT/TIP  REGISTRN
PAI/TEP/                 INTERCITT
STATION      TIME &  ONE WAY
TAX     SPLIT     TEE /TAX    TEE
SURCHG
TOTAL       MILEAGE   TEE     MISC    GAS      LOT  ALI/PAH
0.00
0.00            0.00
X LDW~RA       15,340.00             0.00          15,340.00
0.00             0.00
0.00            0.00            0.00
0 00
0.00            0.00
L LDwREv       1,150.00              0.00           1,150.00
0.00            0.00
0.00             0.00
0.00
0.00
0.00            0.00
M LDwEXC      1,100.20            0.00          1,100.20
0.00            0.00
0.00
0.00            0.00

INTERCITY  AIRPORT/TIP  REGISTRN
PAI/PEP/
STATION     TIME &  ONE WAY
TEE /TAX    TEE
ALI/PAI+   SURCEG    TAX     SPLIT
TOTAL       MILEAGE   TEE     MISC    GAS      LDw
0.00
71,724.36
AIRPORT   2,909,665.70       156,455.17       102,630.28       757,476.41
383,990.50
15,719.44        249,863.49        54,583.68        329,330.12
0.00
146,385.06        78,700.69        757,484.98        71,814.47
LEOGER    2,764,855.94
330,503.55        383,990.50
7,319.44        250,257.86        54,646.26

PAGE:   6,865
RDSMO4PI                        BUSINESS AND ADJUSTMENT REPORT
RUN DATE2 02N0V08
INFORMATION
RDSU70P                        LOCATIONS SUMMARY
RUN TIME: 09:55:53
RDS30032                          PERIOD ENDING 310CT08

VENDOR NUMBER Z02704
OWNING LOCATION (NOT EQUAL RENTER)   STATION NUMBER :
46 84 20 RENTING LOCATION               STATION NUMBER :01263
MISC OPTIONAL SERVICE
LEDGER      LEDGER    A AND B     A AND B     AIRPORT
AMOUNT
MISC TYPE      MISC AMOUNT     TYPE        AMOUNT     COUNT   ACCEPT AMT   ACCEPT CNT

00       258        3,999 00
AIR CONDITIONING           0.00  PAI           4,008.00     289    3,921
175       5,586 00
VEHICLE DAMAGE REV          0.00  PAI PLUS        5,586.00     179    5,742.00
347       3,794.78
CHAINS                  0.00  PEP           3,795.75     373    3,831.75
649      41,203.90
ADDITIONAL DRIVER        3,118.72  ALI           41,256.51     649   41,256.51
PARKING PINES             0.00
984    88,356.46     1,004
PARKING GARAGE STORAGE       41.97 W           78,780.69
KEYS                  265.00
186,426.35     7,445     181,324.23
CLEA'ING MAINTENANCE        105.00  GAS          181,794.09    8,096
68,463.77     1,141    65,544.73     1,096      68,539.26
OTHER OR COMBINATION       464.41  PREPAY GAS
TELEPHONE RENTAL           0.00
OUAL 3RD PARTY RENTAL        0.00  TOTAL A+E TRANS   19,609
SKI/JUGGAGE RACKS           0.00  NEW TUEL CHARGE      0.00
CHILD SAPETY SEATS        5,268.00
TIRE/WHEEL DAMAGE           0.00
UNDER  25 YEARS RENTER        430.00
VALET SERVICE               400.00
TONI G                  0.00
UNDERAGE EEE            5,126.00
ENERGY RECOVERY TEE      35,256.11
GOVERNMENT SURCHARGE      6,230.00

AIRPORT/FTP SUMMARY
INSURANCE SUMMARY

PAI PLUS         PEP           ALI          APO TEE        TTP TAX
I'YPE          PAI

3,204.00       5,358.00       3,207.75      35,338.97     354,524.33       4,383.10
A
3          717.00           384.00          624.00         5,917.54        25,788.11           187.54
C
0.00
21.00         0.00          8.77-        52.61-        859.83
I            0.00             0.00            0.00            0.00            0.00            0.00
E
0.00
0.00          0.00          0.00          0.00         32.75-
3               0.00                0.00               0.00               0.00               0.00                0.00
148.20-          0.00           0.00           0.00
G         228.00         102.00
4            108.00             54.00            87.75"             0.00              0.00               0.00
0.00           0.00
I             423.00                0.00             199.95               0.00
0.00
J           12.00             0.00            7.80            0.00            0.00
0.00          0.00          0.00          0.00          0.00          0.00
0.00          0.00          0.00          0.00          0.00          0.00
3
0.00
0.00          0.00          0.00          0.00          0.00

3,999.00       5,586.00       3,794.78      41,203.90     379,419.86       4,570.64
TOTALS:

PAGE:   6,866
RDSMO4P1                       BUSINESS AND ADJUSTMENT REPORT
RUN DATE: 02NOVO8
RDSO70P                        LOCATIONS SUMMARY INFORMATION
RUN TIME: 09:55:53
RDS30032                          pERIOD ENDING 310cm;

VENDOR NUMBER Z02704
OWNING LOCATION (NOT EQUAL RENTER)   STATION NUMBER I
:01263
46 84 20 RENTING LOCATION               STATION NUMBER
COUNTER PRODUCTS SUMMARY

PRODUCT DESCRIPTION          PRODUCT AMOUNT

NAVIGATION UNIT               99,740.01
AUTO CHAUEEEUR DRIVE               0.00
DVD UNIT                       9.95
WIFI UNIT                      0.00
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EXHIBIT B

SAMPLE SCR

(SCHEDULE OF CONCESSIONABLE REVENUE)

,


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