I would suggest removing the old/dead grass first then make sure you rake the area to remove any rocks. Then roll the dirt so its nice and flat and then toss the sod down.
Another suggestion would be to also remove the dead grass and prep the area the same as you would for sod. Depending on how big the area is that needs replacing I would just put some grass seed on there. I did it at my place for some patch work to my yard and it worked great. Takes about 2 weeks for the grass to come in. You just need to water the heck out of it for the first few weeks.
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