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EXHIBIT 4
SERVICE AGREEMENT
In conjunction with the November 12, 1997 Exchange Agreement between
Shell Land and Energy Company and Shell Western E&P Inc. (Hereinafter collective
referred to as "Shell") and Plains Resources Inc. (hereinafter referred to as
"Plains"), Plains requests and Shell agrees to provide consulting services
("Services") during a transition period to help familiarize Plains (or its
affiliates or assigns) personnel with the facilities and operation of the Xxxxxx
Grande field.
The Services will be provided according to the following terms:
1. The transition period shall begin at 7:00 a.m. on November 11, 1997 and
continue for the next ensuing 60 days, unless earlier terminated by Plains, upon
seven (7) days written notice. The parties agree that this agreement may be
extended for an additional 60 day period upon giving seven (7) days written
notice prior to the end of the initial 60 day period.
2. a. The services shall consist of advice, information and hands on
operations of the field, including but not limited to: (1), the logistics and
physical placement of oil field facilities and controls; (2) an explanation of
the mechanical operation of facilities located on the Xxxxxx Grande field and
(3), such other field work as is reasonable and necessary for proper maintenance
and operation of the field.
b. It is the intent of the Parties that Services hereunder will be
performed by Shell employees Xxxxxx Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx, Xxxxx
Xxxxxxxx, Xxxxxx Xxx, Xxxx Xx Xxxxxxx, Xxxxxx Xxxxxx, and contractors Xxx
Xxxxxxx, Xxxx Xxxxxxx, and Xxx Xxxxxxx. If such employees or contractors are
unable or refuse to perform the Services, Shell will use good faith efforts to
substitute other employees or contractors at a comparable performance level are
in compliance with Shell's personnel policies, who have prior experience and
expertise as concerns operations at Xxxxxx Grande. Plains shall have the right
to refuse the services of such substitutes, but if refused, Shell shall not be
obligated to provide other employees or contractors. Plains reserves the right,
but not the obligation, to make an offer of employment to an employee or
contractors at any time during this Agreement. Shell and Area Energy LLC agree
that it will not offer said employee(s) a competing offer of employment prior to
January 1, 1998. It is understood that Xxxx Xxxxx and Xxxxxx Xxxxxx though
currently performing duties in the Xxxxxx Grande Field have been offered
employment opportunities with Aera Energy's organization.
3. Plains shall pay Shell an amount equal to the salary and wages paid by
Shell to the personnel performing the services, plus an amount equal to 33% of
such salary and wages to cover payroll taxes, workers' compensation expenses
and pension and benefits expenses with respect to such
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personnel. Shell shall provide a statement setting forth the amount due for the
Services within sixty days of termination of the transition period.
4. Both Plains and Shell agree that the Services to be provided shall be
performed by Shell as an independent contractor.
5. This Agreement is not intended and shall not be construed as creating a
joint venture, partnership, agency or other association.
6. Plains agrees to defend, indemnify and hold harmless Shell, its affiliates
and their representatives officers, directors, employees, contractors, agents or
representatives, from and against any and all liability or loss that may be
asserted by Plains or any third person, including Plains' employees,
contractors, and agents, arising out of or in connection with actions of Shell
in connection with performance of the Services; provided that this indemnity
shall not apply to any loss or liability caused by Shell's gross or willful
misconduct.
7. The obligations set for the in this Agreement shall survive the expiration
of the Agreement.
8. This Agreement may be assigned by Plains to any of its affiliates or
subsidiaries.
If you are in agreement with the terms and provisions as stated above, please do
so by signing and returning one copy of the Agreement.
Plains Resources Inc.
_______________________________
Title:_________________________
Accepted and agreed to this 12th day of November, 1997
Shell Land and Energy Company AERA Energy LLC
By_________________________ By______________________________
Title______________________ Title___________________________
Shell Western E&P Inc.
By__________________________
Title_________________________
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