Request for Company Access
Dominion Energy Overthrust Pipeline Customer Service System (QuestLine(r))
Request for Company Access
Dominion Energy Overthrust Pipeline Customer Service System (QuestLine®)
Instructions: Please fill out this online PDF form. Print the completed forms (pages 1-6) and sign, where required, before returning to Dominion
Energy Overthrust Pipeline. If you require a signed original QuestLine® Access Agreement for your file, print and submit a second original copy
of your signed contract.
Important note: If you will be contracting electronically, Questar will perform an analysis for creditworthiness compliance as described in
Dominion Energy Overthrust Pipeline’s FERC Gas Tariff. Please submit additional credit documentation as outlined on Page 7.
If you have any questions or concerns, please contact us. We’re here to help. Our address and telephone numbers are shown below.
This request is to access QuestLine® for:
Dominion Energy Overthrust Pipeline, LLC (DEOP)
Date ____________________ ___________________
DUNS Number
Step 1. Shipper Information
___________________________________________
Legal Company Name
___________________________________________
DBA (if different)
___________________________________________
Street Address
___________________________________________
P.O. Box
___________________________________________
City
_____ ________________
State ZIP
Step 2. Authorized Agent Information
__________________________________________
Printed Name
__________________________________________
Title
__________________________________________
Telephone
Step 3. Contact Information
_________________________________________
Contact Person
_________________________________________
Email address
_________________________________________ ___________________
Voice Phone Fax
QUESTLINE(r) ACCESS AGREEMENT
THIS QUESTLINE(r) ACCESS AGREEMENT (Agreement) is entered into the day
of _________________, ___, by and between Dominion Energy Overthrust Pipeline, LLC
(Overthrust), a Utah corporation with offices at 333 South State Street, Salt Lake City, Utah
84111, and (Shipper) a
with offices at ____________________________________. Overthrust and Shipper may
be referred to collectively as the Parties and singularly as a Party.
THE PARTIES AGREE AS FOLLOWS:
1. Overthrust has developed proprietary computer software programs and their
contents known as QuestLine(r) (QuestLine(r)) that facilitate interactive electronic contracting,
capacity release, capacity allocation, nominations, confirmations, imbalance trading, billing,
notifications, and reporting on Overthrust's natural gas transmission pipeline system
(Transmission System).
2. Shipper requests remote access to certain portions of QuestLine and its contents
in order to transact business on Overthrust's Transmission System. By accessing
QuestLine, Shipper, including its employees and agents, agrees to be bound by all of the
terms and conditions of this Agreement, including Overthrust's Gas Tariff (Tariff) currently
on file with the Federal Energy Regulatory Commission, which is deemed incorporated into
this Agreement by this reference. All access to and use of QuestLine(r) and its contents shall
be governed by this Agreement, including Overthrust's Tariff.
3. Subject to compliance with the terms and conditions of this Agreement,
Overthrust grants to Shipper, and Shipper accepts from Overthrust, a limited, non-
exclusive, nontransferable license, during the term of this Agreement, restricted to named
users to access designated portions of QuestLine(r) and its contents solely for Shipper's own
internal transportation and storage business transactions on Overthrust's Transmission
System. Overthrust reserves the right to determine what portion of QuestLine(r) shall be
made available to Shipper. Shipper's use of QuestLine(r) may be monitored and recorded.
Unusual activity that may indicate a compromised computer or account may result in
immediate account termination and further detailed investigation.
4. Shipper shall not sublicense, sell, transfer, publish, disclose, display, or
otherwise make available any part of QuestLine(r) or its contents to any third party. Shipper
shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the
source code or make derivative works arising out of, related to, or in connection with
QuestLine(r).
5. Shipper shall not delete, remove, modify, or obscure any copyright, trademark,
trade name, or other proprietary notices displayed on QuestLine(r), and shall not allow any
third party to take any such action.
6. Overthrust or its third party licensors solely and exclusively own all right, title,
and interest in and to QuestLine(r) and its contents, including all patents, copyrights, trade
secrets, trademarks, and other intellectual property therein.
7. Shipper expressly acknowledges that by accessing QuestLine(r) it shall be made
aware of proprietary and confidential property of Overthrust, its affiliates, or its licensors,
including without limitation customers, services, products, processes, operations, the
location of pipeline facilities, present and contemplated activities, as well as logon,
password, or other controlled access information (collectively Confidential Information).
Shipper shall protect the Confidential Information with at least the same degree of care it
uses to protect its own confidential information, but not less than a reasonable degree of
care. Shipper shall use the Confidential Information only for the purposes stated in this
Agreement. Shipper shall not disclose the Confidential Information to any third party,
except on a confidential basis to its employees or agents whose access is required to carry
out the purposes of this Agreement, who have been advised of the confidential nature of the
information, and who are each bound by an obligation of confidentiality, enforceable by
Shipper, to protect the Confidential Information. The confidentiality obligations of this
paragraph shall not apply to any information that is:
a. generally available to the public through no act of Shipper;
b. independently developed by Shipper without use of or reference to the
Confidential Information;
c. lawfully received from a third party without breach of this Agreement; or
d. disclosed pursuant to law, judicial order, or government regulation so long
as Shipper promptly notifies Overthrust prior to disclosure to provide
Overthrust with time to take actions necessary to protect its interests.
This paragraph shall survive termination of this Agreement.
8. Shipper shall ensure that its employees and agents shall only use the logon,
password, and other controlled access to which they have been assigned in connection with
QuestLine(r) and its contents. Upon termination of any employee or agent, or their need for
access to QuestLine(r), Shipper shall immediately notify Overthrust in writing and discontinue
use of that logon and password.
9. Shipper shall immediately inform Overthrust by telephone at the telephone
numbers identified on its Website (www.questarpipeline.com) if Shipper learns of any
apparent breach of security, such as loss, theft, or unauthorized disclosure, use, or
possession of the Confidential Information, including without limitation Shipper's logon,
password, or other controlled access information. Shipper shall be fully responsible for any
unauthorized disclosure of QuestLine's(r) Confidential Information by its employees and
agents. Shipper shall fully cooperate with Overthrust in pursuing all remedies available to
Overthrust against unauthorized use.
10. Shipper may adjust the number of licensed users, delete licensed users, or
designate other licensed users pursuant to a written Request for User Access to QuestLine,(r)
in the form attached as Exhibit A, incorporated into this Agreement by reference, issued by
Shipper and submitted to Overthrust .
11. Once Shipper has executed and returned this Agreement, Overthrust shall
provide Shipper with logon, password, or other controlled access information. However,
before Shipper shall be allowed to transact business on QuestLine, (r) Shipper must comply
with Overthrust 's creditworthiness requirements set out in Overthrust's Tariff. Shipper
Shall be fully responsible and liable for all transactions conducted on QuestLine(r) using
Shipper's logon, password, or other controlled access information.
12. If Shipper desires to participate in imbalance trading procedures on QuestLine,(r)
Shipper specifically consents to Questar posting on QuestLine(r) the information regarding
Shipper's imbalances outlined in Overthrust's Tariff.
13. Subject to the restrictions on use and disclosure set forth in this Agreement,
Shipper may print and make a reasonable number of copies of the contents on QuestLine(r)
solely for Shipper's internal use in transacting business on QuestLine.(r) Shipper shall
reproduce and include copyright, other proprietary right, or confidential notices on and in all
copies. Upon termination of this Agreement, Shipper shall destroy all documents that it
possesses containing any Confidential Information of Overthrust in whatever medium those
documents exist and shall not retain any copies of such documents.
14. Shipper shall be responsible for supplying all hardware and other equipment in
order to access QuestLine. (r)
15. ACCESS TO AND USE OF QUESTLINE(r) AND ITS CONTENTS ARE PROVIDED "AS
IS" WITHOUT REPRESENTATION, WARRANTY, OR INDEMNITY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, OR SYSTEM
INTEGRATION. SUBJECT TO THE PROVISIONS OF SECTION 16, SHIPPER ASSUMES ALL
RISK AS TO THE ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, QUALITY, AND
PERFORMANCE OF QUESTLINE(r) AND ITS CONTENTS, INCLUDING ALL LIABILITY ARISING
FROM ACCESS TO QUESTLINE(r) THROUGH SHIPPER. THIS PARAGRAPH WILL SURVIVE
TERMINATION OF THIS AGREEMENT.
16. NEITHER OVERTHRUST NOR ANY OF ITS PARENT COMPANY(S), AFFILIATES, OR
SUBSIDIARIES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS,
SHALL BE LIABLE TO SHIPPER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR
DAMAGES OF ANY KIND ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH
SHIPPER'S USE, INABILITY TO USE, OR RELIANCE ON QUESTLINE(r) OR ITS CONTENTS,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE
FORESEEABLE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR
TORT, EXCEPT THAT, SUBJECT TO SHIPPER'S OBLIGATION PURSUANT TO APPLICABLE LAW
TO AVOID OR MITIGATE DAMAGES, OVERTHRUST MAY BE HELD LIABLE TO SHIPPER (A)
FOR SHIPPER'S DIRECT DAMAGES FROM THE USE OF OR INABILITY TO USE QUESTLINE(r)
TO THE EXTENT SUCH DAMAGES ARE CAUSED BY THE NEGLIGENCE OF OVERTHRUST IN
ITS OPERATION OF QUESTLINE(r) OR (B) FOR SHIPPER'S DIRECT, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES FROM THE USE OF OR INABILITY TO USE QUESTLINE(r) TO
THE EXTENT SUCH DAMAGES ARE CAUSED BY OVERTHRUST 'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT IN ITS OPERATION OF QUESTLINE.(r) OVERTHRUST WILL NOT BE
LIABLE TO SHIPPER FOR INPUTS OR ACTIONS OF THIRD PARTIES. THIS PARAGRAPH
SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
17. (a) This Agreement shall commence on the date first written above and
remain in full force and effect until terminated:
(i) by either Party for its convenience upon one day's written notice
to the other Party;
(ii) immediately by Overthrust for Shipper's breach of this
Agreement; or
(iii) by Overthrust according to the procedures set forth in Section 2.7
of the General Terms and Conditions of Part 1 of Overthrust 's
Tariff.
(b) Upon termination of this Agreement, Shipper shall immediately discontinue
access to and all use of QuestLine(r) and its contents. Shipper shall also destroy any
documents, in whatever medium those documents exist, that contain any Confidential
Information of Overthrust, including without limitation logon, password, or other controlled
access information, and shall not retain any copies of such documents
18. All notices concerning this Agreement, other than the day-to-day
communications between the Parties, shall be in writing and shall be sent to the relevant
address set forth below. The Parties may designate other addressees or addresses by
notice to the other Party. A notice shall be deemed effective (a) when given by hand
delivery; (b) three days after deposit into the U.S. mail, postage prepaid; or (c) one
business day after deposit with commercial overnight delivery service, charges prepaid.
Dominion Energy Overthrust Pipeline, LLC
Attn: General Manager, Marketing and Attn:
Business Development, Mailstop QC356
333 South State Street (84111)
P. O. Box 45360
Salt Lake City, UT 84145-0360
19. This Agreement shall be governed by and construed in accordance with the laws
of Utah, excluding any choice of law provisions that would otherwise require application of
laws of any other jurisdiction. In the event it becomes necessary for either Party to enforce
its rights under this Agreement, then with or without litigation, the prevailing Party shall be
entitled to recover all reasonable expenses, including attorney fees and costs, arising out of
the enforcement of its rights.
20. The failure of a Party to require the performance of a term or obligation under
this Agreement, or the waiver by a Party of any breach, shall not prevent subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent breach
under this Agreement. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the Party against whom charged.
21. Shipper shall not, in whole or in part, assign its rights or delegate its obligations
under this Agreement without the prior written consent of Overthrust , and any attempt to
do so without consent shall be void. This Agreement shall be binding upon and inure to the
benefit of the Parties' permitted successors and assigns.
22. If any provision or part of a provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall
not affect any other provision, but this Agreement shall be construed as if it did not contain
such provision. Each provision shall be deemed enforceable to the fullest extent available
under applicable law.
23. This Agreement, together with expressly incorporated documents, contains the
entire agreement between the Parties concerning the subject matter, and it replaces and
supersedes any and all prior or contemporaneous, oral or written, agreements,
understandings, communications, and representations between the Parties. Any terms or
conditions contained in any confirmation, statement, or other ordering document that differ
or vary the terms of this Agreement are null and void and shall have no effect between the
Parties. This Agreement may not be amended except in writing signed by both Parties.
24. Each person signing this Agreement warrants that the person has full legal
capacity, power, and authority to execute this Agreement for and on behalf of the
respective Party and to bind such Party.
INTENDING TO BE LEGALLY BOUND, the Parties have executed this Agreement
effective as of the date first written above.
DOMINION ENERGY OVERTHRUST
(Shipper) PIPELINE, LLC
By: By:
Name: Name: Shelley Wright Kendrick
Title: Title: Authorized Representative
QUESTLINE(r) ACCESS AGREEMENT
(Continued)
EXHIBIT A
REQUEST FOR USER ACCESS TO QUESTLINE(r)
This Request for User Access to QuestLine(r) (User Agreement) is part of and subject to the QuestLine(r) Access
Agreement (Agreement) between DOMINION ENERGY OVERTHRUST PIPELINE, LLC (Overthrust) and the entity
identified in the signature block below (Shipper).
Pursuant to this User Agreement, Shipper requests Overthrust to provide or terminate access for the employee(s)
or agent(s) designated by Shipper below and for the portions specified below on Overthrust's proprietary computer
software programs and their contents known as QuestLine(r) in order to transact transportation and storage
business on behalf of Shipper on Overthrust's natural gas transmission pipeline system.
1. User Name:
FIRST and LAST NAME (Please print) Telephone
E-mail
Check all that apply:
Request Type: Transaction services profile:
__ Add user __ Contracting
__ Delete user __ Capacity Release
__ Change user profile __ Nominations
Balancing
Imbalance Trade Administration
Confirmations
__ Reporting/On-line Invoicing
__ Critical Notices
__ Non-Critical Notices
2. User Name:
FIRST and LAST NAME (Please print) Telephone
E-mail
Check all that apply:
Request Type: Transaction services profile:
__ Add user __ Contracting
__ Delete user __ Capacity Release
__ Change user profile __ Nominations
Balancing
Imbalance Trade Administration
Confirmations
__ Reporting/On-line Invoicing
__ Critical Notices
__ Non-Critical Notices
INTENDING TO BE LEGALLY BOUND, Shipper has caused this User Agreement to be executed by its authorized
representative effective as of the date written below
Shipper:
Signature:
Name:
Title:
Date:
Instructions:
If you have any questions, please contact Overthrust at 801-324-5280 or 801-324-5604. Fax: 801-324-5245.
Shipper may designate additional users and changes by printing and completing additional forms.
Submit the completed, executed User Agreement to DOMINION ENERGY OVERTHRUST PIPELINE, LLC,
Transportation Customer Service Department, Mailstop QC356, P.O. Box 45360, Salt Lake City, Utah
84145-0360.
This User Agreement is subject to acceptance by Overthrust.
Request for Financials
Instructions: Please complete this section and print if you will be contracting* electronically through QuestLine(r)
for DOMINION ENERGY OVERTHRUST PIPELINE, LLC (DEQP).
*Additional credit documentation, as described in DOMINION ENERGY OVERTHRUST PIPELINE's FERC Gas Tariff
(see, First Revised Volume No. 1, Part 1, General Terms and Conditions, Section 8) is required in order to verify
shipper's creditworthiness prior to obtaining electronic contracting authorization.
Date:
Shipper's name:
Legal Company Name
_____________________________________________
Doing Business As (if different)
Please perform an analysis for compliance with creditworthiness requirements as defined in Dominion Energy
OVERTHRUST PIPELINE's FERC Gas Tariff for the purpose of contracting electronically on Overthrust's interactive
customer service system (QuestLine(r)).
Company Name:
DUNS Number:
The following credit information is also being provided:
* Current audited financial statement
* A bank reference
* At least two trade references
By: (Signature) X
Authorized Agent
Print / Type Name
Title
Telephone
Instructions: Please complete this section and print if you will be contracting* electronically through QuestLine®
for DOMINION ENERGY OVERTHRUST PIPELINE, LLC (DEQP).
*Additional credit documentation, as described in DOMINION ENERGY OVERTHRUST PIPELINE’s FERC Gas Tariff
(see, First Revised Volume No. 1, Part 1, General Terms and Conditions, Section 8) is required in order to verify
shipper’s creditworthiness prior to obtaining electronic contracting authorization.
Date:
Shipper’s name:
Legal Company Name
_____________________________________________
Doing Business As (if different)
Please perform an analysis for compliance with creditworthiness requirements as defined in Dominion Energy
OVERTHRUST PIPELINE’s FERC Gas Tariff for the purpose of contracting electronically on Overthrust’s interactive
customer service system (QuestLine®).
Company Name:
DUNS Number:
The following credit information is also being provided:
? Current audited financial statement
? A bank reference
? At least two trade references
By: (Signature) X
Authorized Agent
Print / Type Name
Title
Telephone
Return Completed Information to:
DOMINION ENERGY OVERTHRUST PIPELINE(r), LLC - Transportation Customer Service Department -
QC356
P.O. Box 45360, Salt Lake City, Utah 84145-0360
Tel 801-324-5280 • 801-324-5604 • Fax 801-324-5245
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