Coordination Program Agreement (CPA)

Updated: 3/14/2026

This COORDINATION PROGRAM AGREEMENT (“Agreement”) establishes the OneCity Coordination Program between OneCity Group, Inc., acting as the Coordination Partner, and the organization executing this Agreement as Program Participant.

OneCity and Program Participant may be referred to individually as a “Party” and collectively as the “Parties.”

Execution of this Agreement does not request or authorize services and does not create any obligation to initiate an Engagement.

By executing this Agreement, Program Participant establishes readiness to engage OneCity for coordination services governed by the Statement of Work (“SOW”) and any executed Engagement Addenda.

Program and Initiative Structure

OneCity operates the OneCity Coordination Program, a coordination framework through which organizations may launch and manage initiatives requiring structured coordination across teams, stakeholders, or institutions. Each Program Participant owns and operates its own independent Coordination Program within the OneCity Coordination Program, running initiative cycles that align stakeholders, track milestones, and maintain accountability across teams.

This Coordination Program Agreement establishes the relationship between OneCity and the Program Participant and authorizes the Program Participant to launch and operate its coordination program within the OneCity Coordination Program.

Through the OneCity Coordination Program, organizations operate their own coordination program while engaging OneCity as the coordination partner supporting strategic initiatives authorized through the Statement of Work and Engagement Addenda.

Each Coordination Program operates independently within the OneCity Coordination Program. Strategic initiatives, operational information, and coordination activities related to a Coordination Program remain private to that Program Participant and OneCity unless the Program Participant provides explicit written authorization for disclosure or collaboration.

Each Coordination Program is owned and governed solely by the Program Participant, and OneCity does not assume governance authority, operational responsibility, or ownership of any Coordination Program or initiative operated by a Program Participant.

The Statement of Work defines the operating structure under which coordination initiatives are delivered, and individual initiatives are authorized through Engagement Addenda that define initiative scope, duration, and engagement value.

Program Participant acknowledges that OneCity’s coordination services are advisory and facilitative in nature. Program Participant does not rely on OneCity for operational management, implementation decisions, governance authority, regulatory compliance, or business outcomes.

The OneCity Coordination Program is designed to support coordination initiatives across organizations and may also facilitate regional, industry, or institutional initiatives where appropriate.

1. Defined Terms

For purposes of this Agreement:

“Statement of Work” or “SOW” means the standard document issued by OneCity establishing the framework governing coordination engagements.

“Engagement Addendum/Work Order” means the document executed by the Parties authorizing a specific initiative under the SOW, including scope, duration, and fees.

“Engagement” means any coordination initiative authorized through an Engagement Addendum/Work Order.

Program Participant” is the organization executing this Agreement and participating in the OneCity Coordination Program.

Coordination Partner” is OneCity Group, Inc., acting in a coordination and advisory capacity under this Agreement.

“Coordination Program” means the coordination program launched and operated by a Program Participant within the OneCity Coordination Program for the purpose of executing strategic initiatives.

2. Purpose

This Agreement establishes participation in the OneCity Coordination Program and authorizes the Program Participant to launch its coordination program within the OneCity Coordination Program while engaging OneCity as the Coordination Partner for initiatives executed through that program.

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 partnership readiness only and does not itself authorize services.

Program Participant represents that it is a legally registered organization operating in compliance with applicable laws and conducting its activities according to recognized ethical, corporate, and professional business standards within its jurisdiction.

Participation in the OneCity Coordination Program is intended for organizations operating in good standing and engaging in legitimate professional and commercial activities.

3. Relationship Structure

OneCity provides coordination and advisory services supporting Engagements authorized under this Agreement.

OneCity acts solely in a coordination capacity and does not replace Program Participant’s internal teams.

Nothing in this Agreement creates:

  • a joint venture
  • an agency relationship
  • a fiduciary relationship
  • an employment relationship
  • governance authority over Program Participant
 

Participants in the OneCity Coordination Program 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 the OneCity Coordination Program 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 Program Participants occurs independently and at the discretion of the organizations involved.

4. Activation of Services

Services begin only when:

  • the SOW has been issued
  • an Engagement Addendum/Work Order has been executed by both Parties
  • scope, deliverables, duration, and fees are defined

 

This Agreement alone does not authorize services or billing.

5. Engagement Authorization

Each Engagement shall be authorized through an Engagement Addendum/Work Order under the SOW.

The Engagement Addendum/Work Order defines:

  • initiative scope
  • deliverables and milestones
  • duration
  • compensation and payment terms

If a conflict arises between documents, the governing order shall be:

  1. Coordination Program Agreement
  2. Statement of Work
  3. Engagement Addendum/Work Order

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.

6. Coordination Boundary

OneCity coordinates initiatives and stakeholders participating in an Engagement but does not control operational execution.

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 Program Participant or third parties.

OneCity does not guarantee vendor performance or business outcomes.

Decisions made in connection with an Engagement are made independently by Program Participant, and Program Participant does not rely solely on OneCity’s coordination or advisory input when making operational or business decisions.

OneCity’s role is limited to coordination and facilitation and does not include responsibility for directing, supervising, or managing the operational work of Program Participant personnel or third-party vendors unless explicitly stated in the Statement of Work.

Coordination 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 Program Participant initiatives.

7. Coordination Role and Outcome Responsibility

OneCity provides coordination, advisory, and facilitation services designed to support initiative alignment and execution among stakeholders participating in an Engagement.

Program Participant retains sole authority over strategy, vendor selection, implementation actions, operational execution, and regulatory compliance. OneCity supports coordination through communication, accountability structures, and milestone tracking but does not control operational execution performed by Program Participant or third parties.

Because outcomes depend on decisions, participation, and actions taken by Program Participant and other stakeholders, OneCity does not guarantee project success, business outcomes, or financial results. Program Participant agrees to provide reasonable cooperation, access to information, and participation necessary for coordination activities to proceed.

Program Participant acknowledges that effective coordination requires timely participation, decision-making, and cooperation from Program Participant and relevant stakeholders. OneCity’s ability to provide coordination services depends on the availability of information, stakeholder engagement, and timely approvals provided by Program Participant.

OneCity shall not be responsible for delays, missed milestones, or reduced progress resulting from delays in Program Participant participation, stakeholder availability, third-party performance, or incomplete information provided to OneCity. Where coordination progress is materially impacted by such factors, engagement timelines may be reasonably adjusted without affecting earned fees or the allocation of coordination capacity defined under the applicable Engagement Addendum/Work Order.

8. Fees and Payment

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 coordination capacity and professional availability during the initiative cycle. Fees are earned based on the reservation of this capacity and the coordination services provided, regardless of the pace of Program Participant’s internal decision-making or implementation.

Initiative Billing Structure

The financial structure and billing terms for each initiative are defined within the applicable Statement of Work (SOW), which may include coordination 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.

Coordination Capacity

Some Engagements may involve the allocation of coordination capacity across a defined initiative cycle or program period, as described in the applicable Engagement Addendum/Work Order.

Where coordination capacity is allocated for an Engagement, fees compensate OneCity for professional availability, coordination infrastructure, and initiative support provided during that period, regardless of the pace of Program Participant’s internal execution or decision-making.

This Agreement does not require Program Participant to authorize any Engagement, and no services or fees arise unless an Engagement Addendum/Work Order is executed by both Parties.

9. Confidentiality

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.

Publicity and Community Transparency

Unless otherwise requested in writing by Program Participant, OneCity may identify Program Participant as a participant in the OneCity Coordination Program and may display Program Participant’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 Program Participant’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 Program Participant’s prior written consent.

Program Participant may request removal of its name or logo from such materials at any time upon written notice.

10. Intellectual Property

All OneCity methodologies, coordination 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.

Program Participant receives a limited license to use Engagement deliverables internally.

Ownership of initiative-specific deliverables, if applicable, shall be defined in the applicable Engagement Addendum/Work Order.

11. Privacy and Data Protection

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 a coordination program or initiative.

Participants may voluntarily submit materials relevant to program participation, including business plans, strategic goals, initiative proposals, organizational information, contact information, and related communications. Coordination 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 initiative 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 the OneCity Coordination Program for the purpose of ecosystem visibility and collaboration.

Participants may request removal from such listings at any time.

12. Technology Environment

OneCity may utilize digital coordination environments, dashboards, collaboration tools, reporting systems, participant portals, or other coordination interfaces, sometimes referred to as the “OneCity Interface” or “OneCity App,” to support coordination programs and strategic initiatives.

Such environments may include third-party platforms, hosted services, or configurable software tools selected by OneCity to facilitate program participation and coordination, 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 coordination programs and strategic initiatives, 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 coordination 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 coordination environments is appropriate for program participation.

OneCity maintains reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information processed; however, because coordination 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.

Platform Development Notice

The coordination environments described in this Agreement may include digital dashboards, collaboration portals, or application interfaces used to support program participation and initiative coordination, including tools referred to as the OneCity App.

Certain coordination 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 coordination environments, participants acknowledge that such systems may change or be refined during the course of program participation.

The OneCity App is provided as a coordination support tool and should not be relied upon as the sole system for operational management or decision-making.

Nothing in this section reduces the confidentiality, privacy, or data protection obligations described elsewhere in this Agreement.

13. Insurance

During any active Engagement, OneCity shall maintain:

  1. Commercial General Liability — $1,000,000 per occurrence / $1,000,000 aggregate
  2. Professional Liability (Errors & Omissions) — $1,000,000 per claim / $1,000,000 aggregate

Certificates of insurance shall be provided upon written request.

14. Limitation of Liability

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.

15. No Implied 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 coordination environments does not constitute authorization of services beyond those defined in an executed Engagement Addendum/Work Order.

16. Term and Termination

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.

17. Governing Law

This Agreement shall be governed by the laws of the State of California, with venue in Sacramento County, California.

18. Entire Agreement

This Agreement governs the coordination program relationship between the Parties.

All services, deliverables, and fees are governed solely by executed Engagement Addenda/Work Order under the SOW.