Contract_DeKalb County Schools Final-TransTax

1.     DEKALB COUNTY SCHOOL DISTRICT("CLIENT") INFORMATION

Full legal business name:      DeKalb County School District

Type of entity and jurisdiction of formation: Georgia

Mailing Address of Client:

Telephone Number of Client (general):

Facsimile number of Client (general):

Designated Personal Contact for Client:

Telephone Number of Personal Contact:

Email address of Personal contact(s):

2.     TRANSTAX ADVISORS, LLC ("TransTax") INFORMATION

Full legal business name:      TransTax Advisors, LLC

Designated Personal Contact:          Brett Duvall, President

Telephone Number of Personal Contact:         1-404-426-0645

Email address:         brettduvall@transtaxadvisor.com

3.     EFFECTIVE DATE

This Contract shall be in effect on the date ("Effective Date") that CLIENT and TransTax ("the
Parties") sign this Contract and shall run for period provided in Subsection 6, entitled “TERM”.

4.     PURPOSE OF CONTRACT

Pursuant to the terms of this Contract, TransTax will provide strategies, solutions, and services for
CLIENT’s complex tax issues related to its operations in the United States. TransTax will review
CLIENT’s business documents and Federal and state tax filings (including support), and any
accompanying correspondence to identify any potential tax savings, credits, or refunds
(occasionally referred to as “Opportunities”) throughout the duration of this Contract. TransTax
will perform these services in good, professional, and workmanlike manner, complying with all
applicable laws, statutes, ordinances, codes, rules and regulations. TransTax will provide this

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service both retrospectively and prospectively for the term(s) provided in the Section entitled
"TERM; RENEWALS AND TRANSITION."

5.      LIMITATIONS OF ENGAGEMENT; NECESSARY THIRD PARTIES.

TransTax will be fully responsible for any necessary third-party representation or services. Should
it be necessary for CLIENT to have representation before the Internal Revenue Service (“IRS”) or
state tax authorities, TransTax may, in its discretion, retain the services of a third party to represent
CLIENT. If other professional services are required for TransTax to meet its obligations under
this Contract, TransTax may engage such professional services as is necessary for it to meets its
obligations under this contract.

TransTax is fully responsible for all expenses arising from any necessary representation and
professional services. TransTax's engagement with a necessary third-party pursuant to the terms
of this section is subject to the approval of CLIENT, provided that CLIENT agrees that its approval
of necessary representation and/or professional services is not unreasonably withheld or subjection
to unreasonable conditions. CLIENT further agrees to not unduly withhold or delay its approval
to pursue any claims identified by TransTax pursuant to the Section entitled “SCOPE OF
SERVICES; FEES.”

6.      TERM

The Parties agree to a contract term of one (1) year beginning at the Effective Date.

Upon mutual agreement, the Parties will have the option of renewing this Contract for an additional
one (1) year period. The Parties will provide each other written notice of intention to either renew
or not renew the Contract at least thirty (30) days in advance of the scheduled expiration date.

Renewal of this Contract is a renewal of all the terms and conditions of this Contract, subject to
the process for modification provided in the Section entitled "MODIFICATION." Failure to
provide written notice by the scheduled expiration date will not extinguish the option to renew if
the Parties expressly and jointly agree to such a renewal.

The Effective Date provided in this Contract shall be used to determine the date for renewal. The
Parties may convey their notice through electronic mail to the designated contact provided on page
one of this Contract. The Parties expressly agree the renewal of this Contract requires an
affirmative action evincing renewal.



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7.     DOCUMENTS; DATA FILES

To assist TransTax in its review of potential tax reductions and/or refunds, CLIENT agrees to
provide TransTax electronic data files necessary to identify and locate records for review,
including but without limitation, general ledgers, accounts payable data, database files, or
spreadsheets. TransTax will assist CLIENT's personnel in determining the exact form for
production. CLIENT acknowledges that TransTax shall have all necessary access and assistance
with obtaining data necessary for TransTax to meet its obligations under this Contract. CLIENT
acknowledges that TransTax's data extraction tools are proprietary, and CLIENT assumes no rights
with respect to the data extraction tools.

TransTax agrees to assume all costs of preparing, modifying, or transmitting the data. Relevant
data shall be transferred from CLIENT to TransTax through a mutually approved secure transfer
site. CLIENT explicitly agrees not to transmit personally identifiable information to TransTax
before entering a written agreement with TransTax regarding the date, time, and manner of
transmission; identifying the types of personally identifiable information to be transferred to and
kept by TransTax; and an explicit representation by CLIENT that it is not restricted from
transferring personally identifiable information.

TransTax hereby agrees to provide the CLIENT with all the necessary information and documents
in connection with TransTax and the third parties referred to in Section entitled “LIMITATIONS
OF ENGAGEMENT; NECESSARY THIRD PARTIES” that the CLIENT may require from time
to time to comply with the applicable laws and regulations.

8.     SCOPE OF SERVICES; FEES

TransTax will review CLIENT’s documents and electronic data to develop and propose
Opportunities that are available to CLIENT and within the scope of this Contract. CLIENT agrees
to provide its approval in a timely manner without undue delay. Upon receiving CLIENT’s
approval, TransTax will initiate all approved Opportunities. Events and transactions where
Opportunities may exist include the following:

       A.      State and Federal Fuel Tax – TransTax will identify any tax savings,
               credits, or refunds associated with CLIENT’s fuel transactions open under
               statute at the time of initial filing ("Retrospective Opportunities").
               TransTax will also assist CLIENT with identifying prospective tax savings,
               credits, or refunds ("Prospective Opportunities") on a continuing basis.
               TransTax will conduct a review of all possible Prospective Opportunities

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               and will inform CLIENT of the potential opportunities and risks, if any.
               CLIENT will identify which opportunities it wishes to pursue, if any, and
               TransTax will assist CLIENT with the development of an internal strategy
               to facilitate inter-office coordination necessary to pursue Opportunities.
               TransTax will prepare all claims for refunds and/or appeals for submission
               to the Internal Revenue Service ("IRS") or other tax agencies.

               If TransTax obtains any retrospective tax savings, credits, or refunds,
               CLIENT agrees to pay TransTax and hereby transfers, conveys, and assigns
               to TransTax all rights, title, interest, and ownership in and to twenty-five
               percent (25%) of any excise tax savings, credits, or refunds from taxing
               authorities and/or vendors. This amount is inclusive of interest and any
               penalties that CLIENT receives from taxing authorities and/or vendors.

               For any prospective tax savings obtained by CLIENT as a result of any
               strategies created by TransTax, in consideration and compensation of such
               service, CLIENT agrees to pay TransTax twenty percent (20%) of the
               associated prospective tax savings obtained throughout the term of the
               Contract.

               CLIENT and TransTax agree the prospective tax savings are to be
               calculated as the difference between tax liability absent TransTax's
               recommended tax strategies and CLIENT's tax liability when incorporating
               TransTax's recommended tax strategies.

               For both Retrospective Opportunities and Prospective Opportunities,
               CLIENT agrees that the calculation for payment(s) is based on the gross
               amounts attributable to TransTax and shall not be reduced by any existing
               or subsequent liabilities to CLIENT.

9.     Payment Due and Late Fees

TransTax will submit to CLIENT invoices for services rendered at the rate provided in the Section
entitled “SCOPE OF SERVICES; FEES” when CLIENT has received payment, refund, or credit
from the IRS or other tax authority. For all fees, CLIENT agrees it shall pay TransTax within thirty
(30) days of receipt of an invoice related to any tax savings, credits, or refunds (including interest)
that result from a claim.


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All payments under this Contract shall be made by wire transfer, ACH, or by check pursuant to
invoicing instructions provided by TransTax. Payments are to be transferred by the invoiced due
date. If such date is not a business day, payment is due on the next business day.

Without limitation, TransTax is entitled to payment pursuant to the terms provided in the Section
entitled “SCOPE OF SERVICES; FEES” if CLIENT obtains and enjoys any tax savings, credits,
or refunds by using TransTax's work product and/or proprietary information.

10.    NOTICE; FORM

Any notice to be given under this Contract shall be in writing and delivered by electronic mail,
personal delivery, hand delivery by courier, by overnight reputable international courier, or by
placing such in the United States certified mail, return receipt requested. Notices to CLIENT and
TransTax will be sent to the respective addresses provided on the first page of this Contract.

11.    CONFIDENTIALITY

The Parties agree the existence and the terms of this Contract and any oral or written information
exchanged between the Parties in connection with the preparation and performance this Contract
are regarded as confidential information. Each Party shall maintain confidentiality of all such
confidential information, and without obtaining the written consent of the other Party, it shall not
disclose any relevant confidential information to any third parties, except for the information that
is necessary to effectuate performance under this Contract. Disclosure of any confidential
information by the staff members or agencies hired by any Party shall be deemed disclosure of
such confidential information by such Party, which Party shall be held liable for breach of this
Contract.

CLIENT further agrees that TransTax’s work product, including procedures, techniques, and
methodology, constitutes proprietary information. CLIENT agrees to maintain TransTax’s work
product with due care and confidentiality and to not disclose such information to any third party
absent written approval by TransTax. This section shall survive the termination of this Contract
for any reason.




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12.    ENTIRE AGREEMENT & SUCCESSORS IN INTEREST

This Contract contains the entire agreement between CLIENT and TransTax regarding the matters
set forth herein and shall be binding upon and inure to the benefit of the executors, administrators,
personal representatives, heirs, successors, and assigns of each.

13.    REPRESENTATION OF COMPREHENSION OF DOCUMENT

In entering this Contract, CLIENT represents that the terms of this Contract have been completely
read and understood by its authorized representative, and accordingly those terms are fully
understood and voluntarily accepted.

14.    GOVERNING LAW; JURISDICTION

This Contract shall be construed and interpreted in accordance with the laws of the State of
Georgia, and in no event will this document be construed in a manner inconsistent with Georgia
Law.

The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the United
States District Court for the Northern District of Georgia in any litigation arising out of this
Contract.

15.    CONSTRUCTION

CLIENT agrees that the terms and conditions of this Contract are the result of the negotiations
between the Parties and/or their counsel, and that this Contract shall not be construed in favor of
or against either CLIENT or TransTax.

16.    MODIFICATION

This Contract may not be changed, altered, or modified except in writing signed by all necessary
parties. This Contract may not be discharged except by performance in accordance with its terms
or by a writing signed by all the necessary parties.

17.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations and warranties set forth in this Contract shall be deemed continuing and shall
survive the effective date.

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18.    EFFECTIVENESS

This Contract shall become effective following the execution by the individuals designated below.

19.    SEVERABILITY OF CLAUSES

If any sentence, phrase, provision, portion, or clause of this Contract should at any time be declared
or adjudged invalid, unlawful, unconstitutional, or unenforceable for any reason, said adjudication
or declaration shall in no manner or way affect the other sentences, phrases, provisions, portions,
or clauses of this Contract, and all remaining portions shall remain in full force and effect as if the
portion adjudged or declared invalid was not originally a part thereof.



AGREED TO BY:

TRANSTAX ADVISORS, LLC

________________________________________                       This ___ day of June, 2025

W. Brett Duvall, Esq.

President

DEKALB COUNTY SCHOOL DISTRICT
________________________________________                       This ___ day of June, 2025

NAME ________________________________________

TITLE ________________________________________




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