The opinion of the court was delivered by: Townes, United States District Judge
The City of New York ("the City") brought this diversity action to recover costs that it incurred to relocate electrical facilities of Amtrak from bridges owned by the City but spanning a railyard owned by Amtrak. The City relocated the electrical facilities to perform maintenance work on the bridges. Deeds executed in 1910 grant the City ownership of the bridges and an easement to continue and maintain the bridges and grant Amtrak the right to place attachments, such as the electrical facilities, on the bridges. Amtrak and the City dispute which party is obligated to bear the cost of relocating the electrical facilities. Amtrak also argues that liability by Amtrak is precluded by the Regional Rail Reorganization Act of 1973 ("Rail Act"), Pub. L. No. 93-236, 87 Stat. 985; the Rail Passenger Service Act, Pub. L. No. 91-518, 84 Stat. 1327 (1970); and the reorganization in bankruptcy of the predecessors of Amtrak. The City and Amtrak have filed motions for summary judgment, which this Court considers jointly.
On June 21, 1907, two of Amtrak's predecessor railroads-the Pennsylvania, New York, and Long Island Railroad Company and the Long Island Railroad Company ("the railroads")-entered into an agreement with the City of New York to create the Sunnyside Railyard in Queens, New York. (Def. 56.1 ¶ 1; Pl. 56.1 Resp. ¶ 1). The City agreed to close several streets and sell the land to the railroads, and the railroads agreed to build several bridges over the railyard, including the Honeywell Street Bridge, the Queens Boulevard Bridge, and the Harold Avenue Bridge. (Def. 56.1 ¶ 2; Pl. 56.1 Resp. ¶ 2).
The 1907 agreement provides as follows:
Said Companies, or one of them will grant cede or cause to be ceded to The City of New York by proper instruments in writing perpetual easement or easements for the right to continue and maintain the said viaducts or bridges over the following streets or avenues as now laid out or proposed; and will thereby grant to the City a perpetual easement or easements sufficient for the use and control by the City of the said viaducts and bridges for the purpose of police regulation and other control contemplated by the City ordinances for the care of streets or highways. Excepting and reserving, however, to the said Companies the right to construct and maintain, at its or their own expense, such connections between the said viaducts or bridges, or any of them, and the property of the said Companies, as shall not interfere with the use of the said viaducts or bridges for street purposes.... (1907 Agreement, section XV). On June 26, 1907, the Pennsylvania, New York, and Long Island Railroad Company merged with the Pennsylvania, New Jersey, and New York Railroad Company to form the Pennsylvania Tunnel and Terminal Railroad. (Def. 56.1 ¶ 4; Pl. 56.1 Resp. ¶ 4).
The conveyances contemplated by the 1907 agreement were executed in December 1910. (Def. 56.1 ¶ 5; Pl. 56.1 Resp. ¶ 5). In a deed of December 22, 1910 ("the 1910 deed"), the railroads conveyed to the City the bridges and an easement to continue and maintain the bridges. (Def. 56.1 ¶ 7; Pl. 56.1 Resp. ¶ 7). In a deed of December 28, 1910, the City conveyed the closed streets to the railroads. (Def. 56.1 ¶ 6; Pl. 56.1 Resp. ¶ 6). In 1968, the Pennsylvania Railroad system, of which the Pennsylvania Tunnel and Terminal Railroad was a part, merged into the Penn Central Transportation Company ("Penn Central"). (Def. 56.1 ¶ 18; Pl. 56.1 Resp. ¶ 18).
On June 21, 1970, Penn Central, along with seven other railroads, filed a petition for bankruptcy and entered reorganization proceedings. (Def. 56.1 ¶ 19; Pl. 56.1 Resp. ¶ 19); Blanchette v. Conn. Gen. Ins. Corps., 419 U.S. 102, 108, 95 S.Ct. 335, 341 (1974). In an effort to save the failing intercity passenger rail system, Congress passed the Rail Passenger Service Act and the Rail Act. The Rail Passenger Service Act authorized the creation of the National Railroad Passenger Corporation, a federally funded corporation better known as Amtrak. Pub. L. No. 91-518, 84 Stat. 1327 (1970). The Rail Act created the United States Railway Association, 45 U.S.C. § 711(a), and directed it to prepare a Final System Plan determining how the properties held by the railroads would be distributed, id. § 716.The Rail Act also created the Consolidated Rail Corporation, also known as Conrail, id. § 741(a), and directed that the properties in the Final System Plan be conveyed to Conrail, id. § 743(b). A Special Court was created to oversee the conveyance. Id. § 719(b). Properties related to passenger rail service were then conveyed from Conrail to Amtrak. City of Phila. v. Consol. Rail Corp., 222 F.3d 990, 992 (D.C. Cir. 2000).
In a deed of April 1, 1976, the trustees of Penn Central conveyed Sunnyside Railyard to Conrail. (Def. 56.1 ¶ 23; Pl. 56.1 Resp. ¶ 23). In a deed executed later the same day, Conrail conveyed Sunnyside Railyard to Amtrak. (Def. 56.1 ¶ 24; Pl. 56.1 Resp. ¶ 24). Real property was conveyed by deed, and other property and interests, including executory contracts, were conveyed by a Bill of Sale and Assignment. (Def. 56.1 ¶ 27; Pl. 56.1 Resp. ¶ 27; Bill of Sale at 01123). The Bill of Sale and Assignment did not specifically convey the 1907 agreement. (Def. 56.1 ¶ 29; Pl. 56.1 Resp. ¶ 29).
The bridges eventually fell into disrepair, and the Honeywell Street Bridge was closed to vehicular traffic in 1978 due to its deteriorated condition. (Pl. 56.1 ¶ 12; Def. 56.1 Resp. ¶ 12). In 1989, the City's Department of Transportation began a 10-year bridge rehabilitation program, which included the Honeywell Street Bridge, the Queens Boulevard Bridge, and the Harold Avenue Bridge. (Def. 56.1 ¶¶ 31--32; Pl. 56.1 Resp. ¶¶ 31--32). The rehabilitation contemplated the near total demolition and reconstruction of the bridges (Def. 56.1 ¶ 32; Pl. 56.1 Resp. ¶ 32), which required the relocation of the electrical facilities that had been attached to the bridges by the railroads (Pl. 56.1 ¶ 14; Def. 56.1 Resp. ¶ 14). The electrical facilities included catenaries, which transmit electricity to trains in the railyard, and 60-cycle feeder lines, which provide electricity for purposes other than train propulsion. (Def. 56.1 ¶¶ 13--16; Pl. 56.1 Resp. ¶¶ 13--16). The catenaries were attached to all three bridges. (Def. 56.1 ¶ 15; Pl. 56.1 Resp. ¶ 15). The 60-cycle feeder lines were attached only to the Honeywell Street Bridge. (Def. 56.1 ¶ 16;
Pl. 56.1 Resp. ¶ 16). The electrical facilities were attached to the bridges prior to the conveyance of the property to Amtrak. (Def. 56.1 ¶ 37; Pl. 56.1 Resp. ¶ 37).
The City and Amtrak entered into two force account agreements to allow the rehabilitation project to proceed. (Def. 56.1 ¶ 39; Pl. 56.1 Resp. ¶ 39). The parties entered into the first force account agreement, which pertained to the Harold Avenue Bridge, in March 1992. (Def. 56.1 ¶ 41; Pl. 56.1 Resp. ¶ 41). Amtrak agreed to permit the City to undertake the rehabilitation of the bridge, to provide support services, and to relocate the electrical facilities attached to the bridge. (Def. 56.1 ¶ 42; Pl. 56.1 Resp. ¶ 42). The City agreed to reimburse Amtrak for the entire cost of the work performed under the agreement, including the cost of relocating the electrical facilities. (Def. 56.1 ¶ 43; Pl. 56.1 Resp. ¶ 43).
On November 16, 1999, the parties entered into a second force account agreement, which pertained to the Honeywell Street Bridge and the Queens Boulevard Bridge. (Def. 56.1 ¶¶ 48--49; Pl. 56.1 Resp. ¶¶ 48--49). As in the first agreement, Amtrak agreed to permit the City to undertake the rehabilitation of the bridges, to provide support services, and to relocate the electrical facilities. (Def. 56.1 ¶ 49; Pl. 56.1 Resp. ¶ 49). The City agreed to reimburse Amtrak for the cost of relocating the electrical facilities, but, unlike in the first agreement, the City reserved the right to bring an action to recoup the cost of relocating the electrical facilities. (Def. 56.1 ¶ 50; Pl. 56.1 Resp. ¶ 50). The City now sues to recoup the costs that it incurred when it paid for the relocation of the electrical facilities.
Summary judgment is appropriate only when "there is no genuine issue as to any material fact and... the movant is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c); accord Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552 (1986). The moving party bears the burden of showing that there is no genuine issue of fact. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256, 106 S.Ct. 2505, 2514 (1986). If the movant meets this burden, the non-movant must "set out specific facts showing a genuine issue for trial." Fed. R. Civ. P. 56(e); accord W. World Ins. Co. v. Stack Oil, Inc., 922 F.2d 118, 121 (2d Cir. 1990). The non-movant cannot "'escape summary judgment merely by vaguely asserting the existence of some unspecified disputed material facts,' or defeat the motion through'mere speculation or conjecture.'" W. World, 922 F.2d at 121 (citations omitted). Moreover, the disputed facts must be material to the issue in that they "might affect the outcome of the suit under the governing law." Anderson, 477 U.S. at 248, 106 S.Ct. at 2510. "When no rational jury could find in favor of the nonmoving party because the ...