Project Service Terms (PST)
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Updated: 5/7/2026
These Project Service Terms (PST) establish the governing terms for project management services provided by OneCity Group, Inc. (“OneCity”) to any organization (“Client”) that enters into a signed Statement of Work (“SOW”) or Engagement Addendum/Work Order referencing this Agreement.
OneCity and Client may be referred to individually as a “Party” and collectively as the “Parties.”
Client agrees to these terms upon execution of an SOW or Engagement Addendum that incorporates this Agreement.
This Agreement governs all services performed under any such SOW or Engagement Addendum/Work Orders.
Businesses do not struggle due to a lack of effort, but because important work often exists outside of day-to-day operations.
As businesses grow, decisions multiply, priorities compete, and teams remain focused on sustaining ongoing operations while additional work continues to accumulate around them.
In practice, businesses move forward through decisions that require coordinated work across relationships, operations, and capital. When that work is not clearly structured, progress becomes fragmented, accountability becomes unclear, and important initiatives lose momentum over time.
Day-to-day work keeps the business running. The work outside of it moves the business forward.
OneCity structures Coordination Projects™ to help businesses move important work forward through defined objectives, clear milestones, aligned stakeholders, and measurable progress.
This Agreement establishes the structure through which Coordination Projects are defined, managed, and measured.
OneCity provides coordination services for work that exists outside of day-to-day operations.
This work is executed through defined, time-bound Coordination Projects designed to move specific business decisions forward without disrupting ongoing operations.
Each Coordination Project represents a focused effort with:
Each Engagement defines the project scope, timeline, milestones, and coordination structure required to move the work forward.
OneCity acts as the Coordination Partner, responsible for:
The Client retains full ownership of all business decisions, operational execution, and outcomes.
OneCity does not perform operational work or replace internal teams. Its role is to structure, coordinate, and manage the project environment required to move work forward clearly and consistently.
All coordination services are authorized through an executed Statement of Work and Engagement Addendum, which define the scope, duration, and terms of each Engagement.
A Coordination Project moves work forward through a structured sequence of milestones aligned to a defined objective.
Value is created through milestone completion, where progress becomes visible, measurable, and accountable over time.
As a result, progress is measured by milestone completion rather than activity.
Decision → Project → Milestones → Value
1.1 System Time Standard
All Engagement activity is governed by defined Hours of Operation, with End of Day serving as the system reference point for determining completion, delay, and status.
Unless otherwise specified in writing, the standard operating window is:
Time Zone:
This window defines when work is recognized and evaluated for purposes of timeline and status.
1.2 Recognition of Work
Work may occur at any time. However:
Activity within Hours of Operation is recognized for timeline and status progression
Activity outside Hours of Operation may be recorded but is recognized in the next operational period
Work completed outside Hours of Operation does not retroactively satisfy prior deadlines.
1.3 Deadline Definition
All deadlines are defined relative to End of Day.
A deadline is satisfied only if the required outcome is completed by End of Day (5:00 PM) on the specified date
If a deadline is set outside Hours of Operation, it is adjusted to the nearest valid operational time
End of Day is the cutoff for determining whether work is complete or past due
1.4 Status Classification
Milestone and project status is determined as follows:
1.5 Preventative Management (T-24 to T-0)
Project management actions may occur within the operational window leading up to a deadline, including:
These actions are standard project management behavior and do not indicate delay.
1.6 Late Condition (T+0 and beyond)
An asset, milestone, or project enters Late Condition when the required outcome is not completed by End of Day.
Upon entering Late Condition:
Projects focus on restoring alignment and continued progress.
1.7 Extension Requirement
Deadlines remain fixed unless updated prior to End of Day.
If a deadline cannot be met:
Failure to complete this process prior to End of Day results in Late Condition.
1.8 System Authority
All Parties acknowledge that:
This End-of-Day Standard governs all timeline-based interpretation unless otherwise explicitly defined in an executed Work Order.
For purposes of this Agreement:
“Asset” Means any component of a business system that creates or constrains value over time.
“Statement of Work” or “SOW” means the standard document issued by OneCity establishing the framework governing project management engagements.
“Engagement Addendum/Work Order” means the document executed by the Parties authorizing a specific project under the SOW, including scope, duration, and fees.
“Engagement” means any project management authorized through an Engagement Addendum/Work Order.
“Client” is the organization executing this Agreement and participating in OneCity services.
“Coordination Partner” is OneCity Group, Inc., acting in a project manager and advisory capacity under this Agreement.
“OneCity Services” means the projects launched and operated within the scope of this agreement and associated SOWs for the purpose of executing funding-readiness projects.
This Agreement establishes a standing relationship between the Parties and defines the structure under which Engagements may be authorized.
No services shall be performed and no fees shall be due unless the Parties execute an Engagement Addendum/Work Order under the SOW.
This Agreement establishes readiness to engage and does not itself authorize services.
Client represents that it is a legally registered organization operating in compliance with applicable laws and conducting its activities according to applicable business standards.
OneCity provides project management and advisory services supporting Engagements authorized under this Agreement.
OneCity acts solely in a project management capacity and does not replace Client’s internal teams.
Nothing in this Agreement creates:
Participants in OneCity services may include public agencies, private organizations, nonprofit institutions, service providers, sponsors, and ecosystem partners.
Participation does not create any obligation to collaborate with other participants unless expressly authorized through an Engagement Addendum/Work Order.
Participation in OneCity services does not constitute endorsement, certification, or recommendation of any participant, service provider, or organization.
Participants remain fully responsible for their own professional services, representations, and business relationships.
OneCity does not act as a broker, placement agent, or referral service for professional services.
Any collaboration or engagement between Clients occurs independently and at the discretion of the organizations involved.
For the avoidance of doubt, Receiving Party shall not use Confidential Information in any manner that results in the reconstruction, replication, or
Services begin only when:
This Agreement alone does not authorize services or billing.
Each Engagement shall be authorized through an Engagement Addendum/Work Order under the SOW.
The Engagement Addendum/Work Order defines:
If a conflict arises between documents, the governing order shall be:
In the event of any conflict between this Agreement and any Statement of Work or Engagement Addendum/Work Order, this Agreement shall control unless this Agreement expressly permits modification through a written Engagement Addendum/Work Order executed by both Parties.
OneCity manages projects and stakeholders participating in an Engagement but does not control operational execution.
When explicitly defined in an executed Engagement Addendum under the SOW, OneCity may coordinate and manage project timelines, milestones, stakeholders, and scoped resources for the purpose of advancing assets within that project. Such management is limited to the defined project scope and does not extend to general business operations.
OneCity manages the execution of project milestones, including timelines, sequencing, and stakeholder alignment required to achieve defined deliverables. OneCity does not perform or control the Client’s day-to-day business operations.
Operational execution of the business remains the responsibility of the Client and its internal teams or third-party vendors. OneCity’s role is limited to managing project milestones to ensure defined outcomes are achieved within the project scope.
Where vendor management is included in an Engagement, OneCity’s role is limited to project management of timelines, communication, and alignment and does not constitute responsibility for vendor performance, contractual obligations, or outcomes.
OneCity is not responsible for vendor or third-party performance, regulatory or compliance decisions, legal, tax, accounting, or financial determinations, or operational implementation performed by Client or third parties.
OneCity does not guarantee vendor performance or business outcomes.
Decisions made in connection with an Engagement are made independently by Client, and Client does not rely solely on OneCity’s project management or advisory input when making operational or business decisions.
OneCity’s role is limited to project management and facilitation and does not include responsibility for directing, supervising, or managing the operational work of Client personnel or third-party vendors unless explicitly stated in the Statement of Work.
Project activities performed by OneCity are intended to facilitate communication, alignment, and accountability among stakeholders but do not constitute operational management, project ownership, or decision authority over Client projects.
Dispute Limitation
The Coordination Partner does not participate in, mediate, or resolve disputes between the Client and any third-party vendors, contractors, or service providers.
The Coordination Partner operates solely in a project capacity and is not a party to any third-party agreement or commercial relationship entered into by the Client.
Where third-party conditions or disputes impact project activities, the Coordination Partner may adjust project support to reflect the operating condition of the Engagement.
OneCity provides project, advisory, and facilitation services designed to support project alignment and execution among stakeholders participating in an Engagement.
Client retains sole authority over strategy, vendor selection, implementation actions, operational execution, and regulatory compliance. OneCity supports project through communication, accountability structures, and milestone tracking but does not control operational execution performed by Client or third parties.
Because outcomes depend on decisions, participation, and actions taken by Client and other stakeholders, OneCity does not guarantee project success, business outcomes, or financial results. Client agrees to provide reasonable cooperation, access to information, and participation necessary for project activities to proceed.
Client acknowledges that an effective project requires timely participation, decision-making, and cooperation from Client and relevant stakeholders. OneCity’s ability to provide project services depends on the availability of information, stakeholder engagement, and timely approvals provided by Client.
OneCity shall not be responsible for delays, missed milestones, or reduced progress resulting from delays in Client participation, stakeholder availability, third-party performance, or incomplete information provided to OneCity. Where project progress is materially impacted by such factors, engagement timelines may be reasonably adjusted without affecting earned fees or the allocation of project management capacity defined under the applicable Engagement Addendum/Work Order.
Fees are defined solely in executed Engagement Addenda.
No billing occurs without an executed Engagement Addendum/Work Order.
Unless otherwise stated, invoices are due within thirty (30) days.
Engagement fees compensate OneCity for the allocation of project management capacity and professional availability during the project cycle. Fees are earned based on the reservation of this capacity and the project services provided, regardless of the pace of Client’s internal decision-making or implementation.
The financial structure and billing terms for each project are defined within the applicable Statement of Work (SOW), which may include project services provided by OneCity and services delivered by independent organizations participating in the program ecosystem, without prescribing how such participating organizations structure or invoice for their services unless expressly defined within the SOW.
Some Engagements may involve the allocation of project managment capacity across a defined project cycle or service period, as described in the applicable Engagement Addendum/Work Order.
Where project management capacity is allocated for an Engagement, fees compensate OneCity for professional availability, project management infrastructure, and project support provided during that period, regardless of the pace of Client’s internal execution or decision-making.
This Agreement does not require Client to authorize any Engagement, and no services or fees arise unless an Engagement Addendum/Work Order is executed by both Parties.
Each Party shall maintain the confidentiality of non-public information disclosed in connection with this Agreement or any Engagement.
Confidentiality obligations survive termination of this Agreement for five (5) years.
Unless otherwise requested in writing by Client, OneCity may identify Client as a participant in OneCity services and may display Client’s name and logo on its website and materials for the limited purpose of transparently representing organizations participating in the program. All names, logos, and trademarks remain the property of their respective owners.
OneCity may also request Client’s permission to publicly share stories, examples, or case studies highlighting collaborative work completed through the program. No confidential information or detailed engagement materials will be disclosed without Client’s prior written consent.
Client may request removal of its name or logo from such materials at any time upon written notice.
All OneCity methodologies, project frameworks, systems, templates, diagnostics, and proprietary materials (“OneCity Materials”) remain the exclusive property of OneCity.
Any modifications, enhancements, adaptations, configurations, or derivative materials developed by OneCity in connection with an Engagement shall also constitute OneCity Materials unless expressly stated otherwise in the applicable Engagement Addendum/Work Order.
Client acknowledges that OneCity Materials include not only discrete deliverables, but also the structure, sequencing, project logic, system architecture, and interaction of such materials over time.
Client shall not, directly or indirectly, use, apply, adapt, or rely upon OneCity Materials, in whole or in part, to develop, structure, or inform any product, service, system, or engagement outside of an authorized Engagement under this Agreement.
This restriction applies regardless of whether such use involves direct copying and includes any attempt to replicate or approximate the functional structure, project model, or system behavior of OneCity Materials.
Client receives a limited license to use Engagement deliverables internally.
Ownership of project-specific deliverables, if applicable, shall be defined in the applicable Engagement Addendum/Work Order.
No license or other rights, whether express, implied, or by estoppel, are granted to Client with respect to OneCity Materials except as expressly set forth in this Agreement or an executed Engagement Addendum/Work Order.
11.1 System Non-Replication
Client acknowledges that the value of OneCity’s project systems resides in the integration of its methodologies, data structures, workflows, system configurations, and project behaviors.
Client agrees not to reconstruct, replicate, or develop a substantially similar system, project model, or structured process based on exposure to OneCity Materials, whether such reconstruction is direct, indirect, intentional, or arises through pattern recognition, abstraction, or internalization over time.
Client shall ensure that its employees, contractors, advisors, affiliates, and any third parties granted access to OneCity Materials comply with the obligations set forth in this Agreement. Client shall remain responsible for any breach of this Agreement by such parties.
Personal information shall be processed in accordance with OneCity’s Global Privacy Notice and Terms of Use, which are incorporated by reference into this Agreement. Where required by law or by the nature of an Engagement, the Parties may execute a Data Processing Addendum (“DPA”) governing the processing of personal information in connection with OneCity Services.
Participants may voluntarily submit materials relevant to program participation, including business plans, strategic goals, project proposals, project information, contact information, and related communications. Project environments are not intended to store sensitive personal or financial information, and participants shall not submit sensitive personal information, including Social Security numbers, financial account numbers, government-issued identification numbers, protected health information, or authentication credentials unless expressly requested through a secure method.
OneCity may aggregate and anonymize project activity data for research, benchmarking, and reporting purposes. No organization-specific information will be disclosed without explicit permission.
Nothing in this section, the Global Privacy Notice, the Terms of Use, or any applicable DPA expands OneCity’s liability beyond the limitations set forth elsewhere in this Agreement.
OneCity may maintain a public or private directory of organizations participating in OneCity Service for the purpose of ecosystem visibility and collaboration.
Participants may request removal from such listings at any time.
OneCity may utilize digital project environments, dashboards, collaboration tools, reporting systems, participant portals, or other project interfaces, sometimes referred to as the “OneCity Interface” or “OneCity App,” to support OneCity Services
Such environments may include third-party platforms, hosted services, or configurable software tools selected by OneCity to facilitate program participation and project, and the specific technologies used to support program delivery may change over time.
Unless expressly stated in a written Engagement Addendum/Work Order, the OneCity Interface is not represented as enterprise software infrastructure or custom-developed applications.
Access to the OneCity Interface is provided solely to support participation in OneCity Services, and no rights, ownership interests, licenses, or claims to the underlying systems, configurations, workflows, or technology environments used to support program delivery are granted except as expressly stated in this Agreement.
Participants acknowledge that project environments may support collaboration among multiple participants or organizations, and information visibility within such environments may depend on configuration settings, participant inputs, or system permissions; participants are responsible for reviewing materials prior to submission and ensuring that information shared through project environments is appropriate for program participation.
OneCity maintains reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information processed; however, because project environments may involve shared participation, third-party systems, evolving configurations, or participant-managed inputs, such systems are not warranted to be error-free, uninterrupted, or continuously available.
The project environments described in this Agreement may include digital dashboards, collaboration portals, or application interfaces used to support program participation and project project, including tools referred to as the OneCity App.
Certain project environments, including the OneCity App, may be in active development and may evolve over time as features, workflows, and interfaces are improved. By participating in these project environments, participants acknowledge that such systems may change or be refined during the course of program participation.
The OneCity App is provided as a project support tool and should not be relied upon as the sole system for operational management or decision-making.
Client acknowledges that participation in project environments, including dashboards, collaboration tools, and the OneCity Interface, may expose underlying system structures, workflows, configurations, and project logic.
Such exposure constitutes OneCity Materials and Confidential Information, and Client shall not use such exposure for internal training, system development, methodology refinement, or future engagements outside of authorized Engagements under this Agreement.
Nothing in this section reduces the confidentiality, privacy, or data protection obligations described elsewhere in this Agreement.
During any active Engagement, OneCity shall maintain:
Certificates of insurance shall be provided upon written request.
Except for willful misconduct or breach of confidentiality, OneCity’s total liability arising from any Engagement shall not exceed the greater of:
(a) the fees paid under the applicable Engagement Addendum/Work Order, or
(b) $1,000,000.
This limitation applies in the aggregate to all claims, liabilities, damages, costs, and expenses arising out of or relating to the applicable Engagement.
Neither Party shall be liable for indirect, incidental, or consequential damages.
If no Engagement Addendum/Work Order has been executed, OneCity has no liability for services.
No services or deliverables are authorized unless expressly defined in an executed Engagement Addendum/Work Order.
Emails, meetings, or informal discussions do not constitute authorization of services or expansion of scope. Requests for additional services may be addressed through a new Engagement Addendum/Work Order or Change Order.
Participation in meetings, strategic discussions, workshops, or project environments does not constitute authorization of services beyond those defined in an executed Engagement Addendum/Work Order.
This Agreement remains in effect until terminated by either Party upon thirty (30) days written notice.
Termination of this Agreement does not terminate any active Engagement, which shall continue according to its terms unless separately terminated.
This Agreement shall be governed by the laws of the State of California, with venue in Sacramento County, California.
This Agreement governs OneCity Services relationship between the Parties.
All services, deliverables, and fees are governed solely by executed Engagement Addenda/Work Order under the SOW.