Dekalb Co-Op Agreement - Signed

                      DEKALB COUNTY SCHOOL DISTRICT
                         COOPERATIVE AGREEMENT TO
                   OMNIA PARTNERS CONTRACT NO. 191902 WITH
                        CARAHSOFT TECHNOLOGY CORP.

       DCSD:                         DeKalb County School District
       Address:                      Sam A. Moss Service Center
                                     1780 Montreal Rd., Tucker, Georgia 30084
       Phone No.:                    678-676-1478
       DCSD’s Representative:        Bobby Moncrief, Director of Facilities

       Vendor:                       Carahsoft Technology Corp.
       Address:                      11493 Sunset Hills Road, Suite 100
                                     Reston, VA 20190

       Phone No.:                    571-662-3087
       Vendor Representative:        Drew Espinosa




       THIS COOPERATIVE AGREEMENT (this “Agreement”) is entered into as of the last
day signed below by the DeKalb County School District (“DCSD”) and Carahsoft Technology
Corp. (“Vendor”).

       FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, DCSD and Vendor hereby agree as follows:

    1. CONTRACT DOCUMENTS: The term “Contract Documents” as used herein shall mean
all of the following which are hereby incorporated and made a part of this Agreement. In case of
conflict between the document terms, order of control for the documents shall be as follows:

       A. This Cooperative Agreement;
       B. Any Purchase Orders issued pursuant to this Agreement from time to time;
       C. Carahsoft Technology Corp. Price Quote No. 42259507 dated 12/13/2023 (Exhibit
          A);
       D. Any extensions or amendments by Omnia Partners of contract NO. R191902 (Exhibit
          B); and
       E. Omnia Partners contract NO. 191902 with Carahsoft Technology Corp. (Exhibit C).

The Contract Documents constitute the entire and exclusive agreement between DCSD and
Vendor with respect to the Work, and supersede any and all prior discussions, communications,
representations, negotiations or agreements between them with respect to the Work. The Contract
Documents are complementary and are to be read as a whole. Any work, labor, materials or
equipment that may be required, implied or inferred by the Contract Documents as being required
to produce the intended result shall be provided by the Vendor for the Contract Price. Vendor will
be held to the highest service standards found within any of the Contract Documents.


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                      DEKALB COUNTY SCHOOL DISTRICT
                         COOPERATIVE AGREEMENT TO
                   OMNIA PARTNERS CONTRACT NO. 191902 WITH
                        CARAHSOFT TECHNOLOGY CORP.

    2. LIMITS ON AGREEMENT PRICE AND SCOPE OF WORK: Vendor acknowledges
and agrees that this Agreement is for a price no greater than Two Hundred Fifty-One Thousand,
Six Hundred and Twelve Dollars and Ninety Cents ($251,612.90 USD). Vendor agrees not to
subdivide projects in an effort to evade the provisions of such Law. As a condition precedent to
all required payments under this agreement, the Vendor shall submit to DCSD for review and
approval, invoices detailing the specific work to be performed for which payment is requested, in
a form acceptable to DCSD. Required payment under this Agreement shall only be for actual work
performed by the Vendor and shall only be pursuant to invoices reviewed and approved by
DCSD. " Within the confines of this agreement, designated as a SaaS Software as a service
license agreement, Carahsoft is authorized to issue invoices to DCSD and anticipate payment
within 30 days from the date of invoice submission by Carahsoft at the initiation of the
designated period and that shall include as an attachment a license certification signed by
Carahsoft for the specified period."

    3. TERM: The initial term of this Agreement is for a period beginning upon the date this
Agreement is last signed through to May 1, 2025 (the “Term”). No renewal options remain to
Omnia Partners. The Term is subject to the term of the original contract and shall be shortened
according to the provisions and extensions therein. Pursuant to Section 13 Survival Clause of
Omnia Contract NO. 191902 Exhibit C, any license purchased under the Omnia Contract shall
survive the expiration or termination of the Omnia Contract for the full term of the purchase. The
contemplated license purchase of Uvara Enterprise and Inframappa, Inc. included in Exhibit A
are for two years from date of purchase and such purchase shall survive the expiration of
this Agreement. No additional payments in subsequent fiscal years will be required pursuant to
the license purchase contemplated in Exhibit A. Additionally, as required by O.C.G.A. §
20-2-506, this Agreement shall terminate absolutely and without further obligation on the part of
DCSD at the end of the calendar year in which it was executed; provided, however, that this
Agreement shall be automatically renewed unless DCSD delivers a notice of non-renewal to
Vendor at least thirty (30) days prior to the end of such calendar year, unless this Agreement has
otherwise been terminated as provided herein. At the end of the Term, DCSD may elect to have
Vendor complete any open Purchase Order or terminate such Purchase Order, in DCSD’s
sole and absolute discretion. DCSD reserves the right to terminate this Agreement at any time
for its convenience upon thirty (30) days written notice to Vendor.

   4.      VENDOR’S GENERAL RESPONSIBILITIES:

        A. In addition to the Vendor’s duties, obligations and responsibilities set forth elsewhere
           in the Contract Documents, pursuant to this Agreement, Vendor shall:

           (1) at all times give all notices and comply with all laws, ordinances, rules and
               regulations applicable to the Work, and promptly notify DCSD if it observes any
               Work which conflicts with any such requirements;

           (2) pay all sales, consumer, use and similar taxes for the Work as required by law;


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                  DEKALB COUNTY SCHOOL DISTRICT
                     COOPERATIVE AGREEMENT TO
           OMNIA PARTNERS CONTRACT NO. 191902 WITH
                    CARAHSOFT TECHNOLOGY CORP.
   (3) supervise and direct the Work efficiently and with its best skill and attention, using
       such means, methods, techniques, sequences and procedures as Vendor deems
       appropriate, and perform the Work in compliance with the terms and conditions of
       the Contract Documents and the standard of care applicable to services of the type,
       scope and complexity to be performed hereunder;

   (4) provide adequate, competent, suitably qualified personnel, labor supervision,
       equipment, materials, transportation, machinery, tools, appliances, fuel, utilities,
       sanitary facilities and all other facilities and incidentals necessary or required to
       perform the Work;

   (5) provide all materials and equipment to be installed in the Work, which shall be new
       and in first class condition and which shall be applied, installed, connected, erected,
       used, cleaned and conditioned in accordance with the instructions of the applicable
       manufacturer, fabricator or processor;

   (6) be fully responsible to DCSD for all acts and omission of any Subcontractors and
       suppliers or other persons directly or indirectly involved in performing the Work,
       and ensure that all such Subcontractors and suppliers are paid for such work, and
       indemnify and defend the DCSD from any claims with respect thereto;

   (7) be responsible for initiating, maintaining and supervising all safety precautions and
       programs in connection with the Work, including all necessary precautions for the
       safety and protection of, all employees on the Work and others who may be affected
       thereby, including other structures and areas adjacent to or on or about the Site; and

   (8) cooperate with DCSD’s designated representative, provide any requested
       information and meet, consult and coordinate the Work with DCSD’s
       representative.

B. Vendor Personnel:
   (1) Vendor shall maintain strict discipline among all personnel employed on DCSD
       grounds, and no person under the influence of drugs or alcohol shall be allowed on
       DCSD grounds, nor shall any person employed on DCSD’s property have in his or
       her possession any drugs, alcohol or firearms. Unprofessional conduct, including
       but not limited to horseplay, wrestling, fighting, or the wearing of clothing
       containing vulgar, immoral or unwholesome words or images or promoting the
       same, shall not be permitted or allowed. No employee, Subcontractor or
       representative of Vendor shall use any tobacco product while on DCSD grounds.

   (2) Vendor administrators will provide supervision and training of Vendor personnel.
       All personnel hired or assigned by Vendor shall be Vendor employees for all
       purposes and not DCSD employees for any purpose. Vendor shall be solely
       responsible for (i) selecting and hiring its employees; (ii) paying all wages, health
       and retirement benefits, all applicable employee and employer taxes and

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                  DEKALB COUNTY SCHOOL DISTRICT
                     COOPERATIVE AGREEMENT TO
           OMNIA PARTNERS CONTRACT NO. 191902 WITH
                    CARAHSOFT TECHNOLOGY CORP.
       deductions, Social Security taxes, and Medicare taxes, as required by law, and
       providing general liability insurance coverage covering Vendor and its employees,
       contractors, and agents under this Agreement, with Limits of Liability as set forth
       herein, and workers compensation insurance; (iii) supervising, evaluating,
       promoting and disciplining its employees; (iv) managing the employees’ conduct,
       including the method by which the employees carry out their work; and (v)
       complying with the Federal Work Authorization Program.

   (3) Vendor employees will not accrue any sick leave or other benefits from DCSD and
       will not be subject to DCSD’s Complaints and Grievances Procedures found in
       District Board Policy or be subject to the due process provisions of O.C.G.A. § 20-
       2-940 et. seq. as these individuals are not District employees.

   (4) Vendor and its employees, agents, contractors or other such personnel shall be
       independent contractors of DCSD and do not have the ability or the authority to
       make obligations on behalf of DCSD.

   (5) If DCSD believes that the performance or conduct of any person employed or
       retained by Vendor to perform any services hereunder is unsatisfactory or is not in
       compliance with the provisions of this Agreement, DCSD will notify Vendor,
       identifying the conduct or performance in writing and providing all information and
       support necessary to substantiate and sustain any personnel action requested by
       DCSD, if any. Vendor will promptly address the performance or conduct of the
       reported person in accordance with Vendor's disciplinary policies.

   (6) Vendor must identify any individuals providing services to DCSD who are drawing
       retirement from the Georgia Teacher Retirement System (TRS). Vendor is
       responsible for any and all penalties and interests that may be assessed by TRS for
       any work performed by Georgia TRS retirees. Vendor shall indemnify and hold
       DCSD harmless from and against any claims related to Georgia TRS.


C. To the fullest extent permitted by law and to the extent claims, damages, losses or
   expenses are not covered by insurance purchased by the Vendor, the Vendor will
   indemnify and hold harmless DCSD and its agents and employees from and against
   claims, damages, losses and expenses, including but not limited to attorney’s fees,
   arising out of or resulting from performance of the Work, provided that such claim,
   damage, loss of expense is attributable to bodily injury, sickness, disease or death, or
   to injury to or destruction of tangible property (other than the Work itself), but only to
   extent caused by the negligent acts or omission of the Vendor, a Subcontractor, anyone
   directly or indirectly employed by them or anyone for whose acts they may be liable,
   regardless of whether or not such claim, damage, loss or expense is caused in part by a
   party indemnified hereunder. Such obligation will not be construed to negate, abridge,
   or reduce other rights or obligations of indemnity which would otherwise exist as to a
   party or person described in the Paragraph.

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                      DEKALB COUNTY SCHOOL DISTRICT
                         COOPERATIVE AGREEMENT TO
                   OMNIA PARTNERS CONTRACT NO. 191902 WITH
                        CARAHSOFT TECHNOLOGY CORP.

           In claims against any person or entity indemnified under this Paragraph by an employee
           of the Vendor, a Subcontractor, anyone directly or indirectly employed by them or
           anyone for whose acts they may be liable, the indemnification obligation will not be
           limited by a limitation on amount or type of damages, compensation acts, disability
           benefit acts or other employee benefit acts.

   5. DCSD’S RESPONSIBILITIES: The DCSD shall have the right, at its sole discretion, to
demand and require that Vendor remove any employee or Subcontractor working on any project
and to replace the same, without cost or liability to DCSD.

    6. TERMINATION OF THE AGREEMENT: Either party may terminate this Agreement
upon the occurrence of any material breach by the other party to this Agreement by giving written
notice of such breach to the breaching party, which notice shall describe the alleged breach. This
Agreement will terminate after the receipt of such notice unless the breaching party has cured such
breach within ten (10) days from its receipt of such notice or, in the event said breach cannot be
cured within ten (10) days, has failed to commence and diligently pursue curing of said breach. In
addition, the DCSD may terminate this Agreement for its convenience at any time and for any (or
no) reason upon thirty (30) days written notice to Vendor. In either case, all outstanding invoices
or monies due for Work performed through the termination date shall be due and payable as of the
termination date, less any amounts due to DCSD from Vendor. DCSD further reserves the right
to suspend Vendor’s performance of the Work should Vendor repeatedly fail or refuse to perform
the Work as required herein, and Vendor shall not be permitted to resume work until such
deficiencies have been corrected to DCSD’s satisfaction.

     7. SUBCONTRACTORS: Should Vendor enter into any subcontracts in connection with
the performance of the Work, all such subcontracts shall be in writing and shall incorporate all the
terms and conditions set forth herein. Vendor will not employ any Subcontractor against whom
DCSD may have reasonable exception, and will not make any substitution for any Subcontractor
who has been accepted by DCSD except with good cause. Vendor shall be fully responsible for
all acts and omission of its Subcontractors. Nothing in this Agreement will create any relationship
between DCSD and any Subcontractor. Vendor shall indemnify, defend and hold DCSD harmless
from and against any and all claims for payment made by any Subcontractors and shall, within
three (3) days of written demand from DCSD, bond off or remove any lien filed against DCSD’s
property by any Subcontractor. Should Vendor fail and/or refuse to remove any such lien, or
should any Subcontractor otherwise notify DCSD of non-payment by Vendor, DCSD may, at its
option, make payment jointly to Vendor and its Subcontractor(s).

   8. INSURANCE:

       A. Vendor shall not commence Work under this Agreement until it has obtained all the
          insurance required under this Section 8 and delivered certificates of insurance
          evidencing such coverages to DCSD, nor shall Vendor allow any Subcontractor to
          commence work on a subcontract until Subcontractor has provided the insurance
          required hereunder. The insurance required under this Section 8 shall be maintained in

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                         DEKALB COUNTY SCHOOL DISTRICT
                            COOPERATIVE AGREEMENT TO
                    OMNIA PARTNERS CONTRACT NO. 191902 WITH
                           CARAHSOFT TECHNOLOGY CORP.
           full force and effect during the performance of the Work until this Agreement is
           terminated. DCSD shall be named as an additional insured on all policies (except for
           Worker’s Compensation). The insurance coverages required hereunder are as follows:

           (1) Commercial general liability insurance written on an “occurrence” basis, including
               coverage for premises/operations, products/completed operations, broad form
               property damage, blanket contractual liability, independent Vendors and personal
               insuring, and sudden and accidental pollution, with no exclusions for explosion,
               collapse and underground perils, with limits of not less than $1,000,000 per
               occurrence for bodily injury (including death) and property damage and a
               $2,000,000 aggregate limit;

           (2) Automobile liability insurance, including coverage for owned, non-owned and
               hired automobiles for both bodily injury and property damage and in accordance
               with statutory legal requirements, with a combined single limit of not less than
               $1,000,000 per accident with respect to bodily injury (including death) and property
               damage and a $2,000,000 aggregate limit; and

           (3) Workers compensation with statutory limits and employers’ liability with limits of
               not less than $1,000,000 per occurrence.

       B. Vendor waives all rights of subrogation, against DCSD and its board members, officers,
          employees, agents, insurers, other Vendors and subcontractors and consultants for any
          damages covered by any type of insurance.

    9. IMMIGRATION COMPLIANCE: Vendor and all Subcontractors shall comply with all
state and federal immigration laws, rules and regulations, and the Vendor and all Subcontractors
shall provide DCSD with the completed, signed and notarized forms required for compliance with
the Georgia Security and Immigration Compliance Act, as amended by the Illegal Immigration
Reform Act of 2011, O.C.G.A. § 13-10-90 et seq., prior to performance of any Work hereunder.

    10. DISPUTE RESOLUTION: All claims, disputes, and other matters in question between
the DCSD and Vendor arising, out of, or relation to, this Agreement or the breach hereof, shall be
mediated in good faith as a prerequisite to litigation. Either party may file a request for mediation
at any time; provided, however, that such mediation shall not take place until after Completion has
been achieved. The mediation shall take place in Atlanta, Georgia. Each party shall bear its own
costs and expenses in connection with such mediation and the parties shall divide and pay the
mediator’s fees and expenses equally. Should the parties be unable to resolve any dispute or claim
in mediation, either party may file a lawsuit in the Superior Court of DeKalb County, Georgia
following the conclusion of the mediation. Each party hereby irrevocably consents to the exclusive
jurisdiction of such court and the laying of venue therein.

   11. GOVERNING LAW: This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia without regard to its conflicts of law principles.


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                          DEKALB COUNTY SCHOOL DISTRICT
                              COOPERATIVE AGREEMENT TO
                    OMNIA PARTNERS CONTRACT NO. 191902 WITH
                            CARAHSOFT TECHNOLOGY CORP.
    12. NO WAIVER: No waiver by either party of any default by the other party in the
performance of any provision of this Agreement shall operate as or be construed as a waiver of
any future detail, whether like or different in character.

    13. SEVERABLILTY: If any provision of this Agreement, or application thereof to any
person or circumstance shall to any extent be invalid, such invalidity shall not affect the
enforceability of the remainder of the Agreement or its enforceability in relation to other persons
or circumstances.

    14. NO THIRD-PARTIES: Nothing contained in this Agreement shall create a contractual
relationship with or cause of action in favor of a third-party against DCSD.

    15. INDEPENDENT VENDOR: Vendor shall perform as an independent Vendor and not as
an employee or representative of DCSD. Vendor retains sole and exclusive liability for all
contributions, taxes or payment required to be made on account of Vendor’s employees under
federal or state tax or labor laws, unemployment and workers’ compensation acts, social security
acts, and all other legislation requiring employer contributions or withholdings.

       16.    BACKGROUND CHECKS: A criminal background check must be performed
   on all contractors, consultants, subcontractors, volunteers and vendors (“Individuals”) who
   provide services on DCSD’s premises, supervise services on DCSD’s premises or have contact
   with students. All Individuals shall undergo the same criminal background check, within the
   last 365 days, as required of DCSD’s own employees. Such background checks shall be
   performed by DCSD at the expense of the Individual at a cost of $45.00 per person. Upon
   receipt and evaluation of the background check, DCSD may demand that the Individual have
   no contact with students or parents, or exclude such Individual from performing work on
   DCSD’s premises or otherwise for DCSD, in its sole and absolute discretion. DCSD may
   make such determination regardless of whether such charges may have been dismissed,
   expunged, sealed, removed from the record, treated under “first offender” status or dead
   docketed.

    17. PERSONS UNDER INVESTIGATION: DCSD reserves the right to request that Vendor
not permit any Vendor employee, agent or other of its service providers to provide services under
this agreement if said person is under investigation for any wrongdoing. Vendor agrees to comply
with any request from DCSD to remove said person as a service provider. Vendor agrees to
cooperate with DCSD to the fullest extent practicable in any investigation of any actual or alleged
misconduct of any Vendor employee or employer in connection with any activity arising out of
this Agreement, including allowing access to interviews of Vendor’s employees, agents or service
providers or any documents related to alleged or suspected misconduct. Vendor agrees to inform
DCSD within twenty-four hours that any of its service providers providing services under this
Agreement have been arrested, convicted or sued (provided service of summons in a civil action)
regarding any allegation related to the performance of their professional duties. Failure to comply
with any of the foregoing requests will result in the termination by means of a material default by
Vendor under this Agreement.


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                   DEKALB COUNTY SCHOOL DISTRICT
                     COOPERATIVE AGREEMENT TO
               OMNIA PARTNERS CONTRACT NO. 191902 WITH
                    CARAHSOFT TECHNOLOGY CORP.
   18. RIGHT TO AUDIT:

       A. Vendor shall maintain complete and accurate books and records with respect to
          services, costs, expenses, receipts and other information necessary to verify the scope
          or charges for any services and/or materials provided under this Agreement. Vendor
          understands and agrees that DCSD has the right to review documents and work in
          progress and to audit financial and other records pertaining to the performance of the
          Work under this Agreement, whether such records were prepared by Vendor or anyone
          else associated with the Work. At any time prior to the date which is six (6) years
          following the final payment under this Agreement, Vendor shall provide DCSD, at
          DCSD’s reasonable expense, a copy of all such records within ten (10) business days
          of a written request from DCSD. At any time prior to the date which is six (6) years
          following final payment under this Agreement, DCSD’s rights shall also include access
          at reasonable times to Vendor’s facilities for the purpose of interviewing employees
          and inspecting and copying (at DCSD’s reasonable expense) such books, records,
          accounts and other material which may be relevant to a matter under investigation.
          Vendor shall, at no cost to DCSD, furnish reasonable facilities and assistance for such
          review and audit. Vendor’s failure to provide records or access within the time
          requested shall preclude Vendor from receiving any payment under this Agreement
          until such documents are provided. Vendor agrees to maintain such records for a period
          of six (6) years following final payment under this Agreement.

       B. To the extent that an audit by DCSD, DCSD’s independent auditors or a designee of
          any of them, discloses excess charges inaccurately or improperly attributed to this
          Agreement by Vendor, Vendor agrees to remit the amount of the overpayment to
          DCSD within thirty (30) days after demand.

    19. USE OF STUDENT IMAGES: Written parental/caregiver permission must be obtained
prior to the release, distribution, or publication of any kind of pictures, media, or recordings of
individual minors, or from the parent/caregiver of each minor (or conserved adult) when groups
of minors (and/or conserved adults) are depicted. Written permission must likewise be obtained
prior to the release, distribution, or publication of any kind of pictures, media, or recordings of
individuals over the age of 18 for any students that are not conserved.

    20. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF VENDOR: To
induce DCSD to enter into this Agreement, and with DCSD’s express reliance thereon, Vendor
hereby covenants, agrees and represents the following: Vendor is not in financial default in any
respect that materially adversely affects any of its properties or businesses, operations, or
condition, financial or otherwise, under any existing security agreement, mortgage, security deed,
equity agreement, or other agreement or instrument to which Vendor is a party or by which Vendor
is contractually bound; and there is no pending or, to the knowledge of Vendor, threatened claim,
action, suit, investigation or other proceeding at law or in equity by or before any federal, state,
local or other court or governmental agency that materially affects the financial condition or
viability of Vendor as a going concern, and there is not any judgment, order, writ, injunction or
decree of any such court or agency materially affecting the financial condition or viability of

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                          DEKALB COUNTY SCHOOL DISTRICT
                            COOPERATIVE AGREEMENT TO
                   OMNIA PARTNERS CONTRACT NO. 191902 WITH
                           CARAHSOFT TECHNOLOGY CORP.
Vendor as a growing concern, or any properties or assets of Vendor (herein collectively referred
to as “Material Actions”). Until such time as this Agreement is terminated, Vendor shall provide
DCSD prompt written notice of any Material Actions.

     21. ENTIRE AGREEMENT; AMENDMENT: The Contract Documents, including any
and all exhibits attached hereto which are incorporated herein by reference, represents the entire
understanding and agreement between the parties hereto relating to the Work and supersedes any
  and all prior agreements, whether written or oral, that may exist between the parties regarding
   same. No amendment or modification to the Work or this Agreement or any waiver of any
 provision hereof shall be effective unless in writing signed by the party so to be bound thereby.

      IN WITNESS WHEREOF, the parties have caused this Cooperative Agreement to be
   executed by their duly authorized representative as of the date first set forth above.

DCSD:                                               VENDOR:
DEKALB COUNTY
SCHOOL DISTRICT                                     Carahsoft Technology Corp.


By: _________________________                       By: ________________________05/31/2024
       Signature                                           Signature

Name: _____Dr. Devon Q. Horton                               Natalie LeMay
                                                    Name: ______________________

Title: ______ Superintendent                               State and Local Contracts Manager
                                                    Title: ________________________




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   DEKALB COUNTY SCHOOL DISTRICT
      COOPERATIVE AGREEMENT TO
OMNIA PARTNERS CONTRACT NO. 191902 WITH
     CARAHSOFT TECHNOLOGY CORP.
              EXHIBIT A




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   DEKALB COUNTY SCHOOL DISTRICT
      COOPERATIVE AGREEMENT TO
OMNIA PARTNERS CONTRACT NO. 191902 WITH
     CARAHSOFT TECHNOLOGY CORP.
              EXHIBIT B




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