               FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


ALASKA SURVIVAL; SIERRA CLUB;            No. 12-70218
COOK INLETKEEPER,
                      Petitioners,         STB No.
                                          FD-35095
                v.

SURFACE TRANSPORTATION BOARD ;            OPINION
UNITED STATES OF AMERICA ,
                    Respondents,

ALASKA RAILROAD CORPORATION ;
MATANUSKA -SUSITNA BOROUGH ;
STATE OF ALASKA ,
          Respondents-Intervenors.


       On Petition for Review of an Order of the
            Surface Transportation Board

               Argued and Submitted
     November 8, 2012—San Francisco, California

                Filed January 23, 2013
2        ALASKA SURVIVAL V . SURFACE TRANSP . BD .

 Before: Ronald M. Gould and Milan D. Smith, Jr., Circuit
    Judges, and Kevin Thomas Duffy, District Judge.*

                     Opinion by Judge Gould


                           SUMMARY**


                Surface Transportation Board

   The panel denied a petition for review challenging the
Surface Transportation Board’s decision authorizing Alaska
Railroad Corporation to construct a railroad line extension
between Port MacKenzie and Wasilla, Alaska.

    The Surface Transportation Board granted the
Corporation an exemption under 49 U.S.C. § 10502 of the
Interstate Commerce Commission Termination Act of 1995
and authorized the Corporation to construct the rail line.
Petitioners challenged the Board’s authority to exempt the
Corporation from the full licensing provision of 49 U.S.C.
§ 10901, and the Board’s compliance with the National
Environmental Policy Act.

    The panel held that petitioners were not procedurally
barred from raising their challenge to the exemption under
49 U.S.C. § 10502 of the ICCTA. The panel further held that


    *
   The Honorable Kevin Thomas Duffy, United States District Judge for
the Southern District of New York, sitting by designation.

  **
     This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .             3

the procedures of the Board under the ICCTA were sufficient
and were satisfied. The panel also held that there was no error
under the National Environmental Policy Act because the
purpose and need statement was adequate; the agency
considered all viable, reasonable alternatives; and the
environmental impact statement contained a detailed,
thorough, and thoughtful discussion of the wetlands impacts
and mitigation measures.


                         COUNSEL

James B. Dougherty (argued), Washington, D.C.; Jessica
Yarnall Loarie, Sierra Club, San Francisco, California for
Petitioners.

Theodore L. Hunt (argued), Raymond A. Atkins, Evelyn G.
Kitay, Surface Transportation Board, Washington, D.C.;
Mary Gabrielle Sprague, Robert B. Nicholson, and John P.
Fonte, Department of Justice, Washington D.C., for
Respondents.

Jay C. Johnson (argued) and Kathryn Kusske Floyd, Dorsey
& Whitney LLP, Washington D.C., for Respondents-
Intervenors Alaska Railroad Corporation and Matanuska-
Susitna Borough.

Michael C. Geraghty and Sean P. Lynch, State of Alaska,
Department of Law, Juneau, Alaska for Respondent-
Intervenor the State of Alaska.
4      ALASKA SURVIVAL V . SURFACE TRANSP . BD .

                         OPINION

GOULD, Circuit Judge:

     In this appeal we consider whether principles of
administrative law and a controlling statute governing
railroad extensions and applicable protections of
environmental laws require us to grant a petition for review
of a specialized agency’s decision to permit the extension of
a railroad line to Port MacKenzie, Alaska. Petitioners Alaska
Survival, Sierra Club, and Cook Inletkeeper seek review of
the Surface Transportation Board’s (STB) decision
authorizing Alaska Railroad Corporation (ARRC) to
construct about thirty-five miles of new rail line between Port
MacKenzie, located in Alaska’s Cook Inlet, and the railroad’s
main line, located near Wasilla, Alaska. The STB granted
ARRC an exemption under 49 U.S.C. § 10502 of the
Interstate Commerce Commission Termination Act of 1995
(ICCTA) and authorized ARRC to construct the rail line.
Petitioners challenge the STB’s authority to exempt the
railroad from the full licensing provisions of 49 U.S.C.
§ 10901 and the agency’s compliance with the National
Environmental Policy Act (NEPA). Respondents claim that
Petitioners did not administratively exhaust the issue of
whether the STB properly granted the exemption and that the
issue is not properly before us. We have jurisdiction under
28 U.S.C. §§ 2321(a), 2342(5), and 2344, and we deny the
petition for review.

                        I. PARTIES

    We first identify the parties. Petitioners Alaska Survival,
Sierra Club, and Cook Inletkeeper are nonprofit organizations
dedicated to protecting wild lands, waters, and wildlife in
        ALASKA SURVIVAL V . SURFACE TRANSP . BD .             5

Susitna Valley and the Cook Inlet watershed. Respondent
STB is a federal agency with exclusive licensing authority for
the construction and operation of new rail lines.
Respondents-Intervenors are the State of Alaska, a financial
supporter of the project; the ARRC, a public corporation
partially owned by the State of Alaska that will build and
operate the railroad; and the Matanuska-Susitna Borough, the
owner and operator of the Port MacKenzie dock and adjacent
uplands.

             II. FACTUAL BACKGROUND

    We next review the factual background. ARRC seeks to
build and operate thirty-five miles of rail line connecting Port
MacKenzie, located 1.5 miles across the Cook Inlet from the
Port of Anchorage, to ARRC’s main line near Wasilla. The
proposed rail line would consist of a single-track rail line
with a two-hundred-foot-wide right of way, buried utility
lines, an access road, communication towers, and a terminal
reserve area. The purpose of the rail line is to “provide rail
service to Port MacKenzie and to connect it with the existing
ARRC main line, providing Port MacKenzie customers with
rail transportation between Port MacKenzie and Interior
Alaska.” The proposed rail line will pass through the waters
and wetlands of the Susitna Lowland that provides a home to
wolves, bear, foxes, salmon, and other wildlife.

    In February 2008, the STB’s Office of Environmental
Analysis (OEA) initiated the Environmental Impact
Statement (EIS) public scoping process in anticipation of
6        ALASKA SURVIVAL V . SURFACE TRANSP . BD .

ARRC’s request for authorization to construct the rail line.1
ARRC filed its § 10502 petition in December 2008,
requesting an exemption from the full licensing procedures
required under 49 U.S.C. § 10901. OEA released the draft
EIS (DEIS) in March 2010. Elected officials, organizations,
citizens, and various agencies submitted around 160
comments on the DEIS. The final EIS (FEIS) was released
in March 2011. It recommended that ARRC employ one
hundred mitigation measures to reduce environmental
impacts but acknowledged that even with mitigation,
construction of the rail line would increase erosion and
sediment transport to water, cause nutrient loading, and likely
leak petrochemicals to nearby waters. Construction would
also lead to loss of wetland habitat, water degradation, and
potentially a change in the hydrology of the wetland system.
The FEIS identified the Mac East Variant-Connector 3
Variant-Houston-Houston South Alternative as the
environmentally preferable alternative for the proposed line.

    OEA did not request comment on the FEIS, but the
Environmental Protection Agency (EPA), the Alaska
Department of Natural Resources (ADNR), Sierra Club, and
several citizens submitted comments noting various
deficiencies. For example, the EPA expressed concern that
the purpose and need statement did not contain sufficient
information on the project’s need or public necessity. In
response to these and other concerns, the OEA prepared an
Environmental Memorandum (EM) addressing the post-FEIS


    1
    The agency conducted this public scoping process before ARRC filed
its application, indicating that ARRC “plan[ned]” to file its petition for
exemption under § 10502. The Alaska Railroad Corporation— Petition for
Exemption To Construct and Operate a Rail Line Extension to Port
MacKenzie, AK, 73 Fed. Reg. 8106-01 (Feb. 12, 2008).
         ALASKA SURVIVAL V . SURFACE TRANSP . BD .                      7

comments and concluding that a supplemental EIS was not
necessary.

    After reviewing the entire environmental record,
including the FEIS, the EM, and public comments, the STB
issued a 2:1 decision on November 17, 2011, granting the
§ 10502 exemption and authorizing the rail line. The STB
determined first that an exemption was appropriate because
it was consistent with parts (2), (4), (5), and (7) of the
transportation policy and second that full consideration under
§ 10901 was not necessary to protect shippers from abuse of
market power. The STB concluded that the record showed
that the EIS took a “hard look” at the potential environmental
impacts of the proposed action and that it carefully
considered alternatives to the planned action. The STB then
adopted all of the OEA’s environmental review and
conclusions, authorized construction of the environmentally
preferable alternative, and imposed on ARRC the one
hundred mitigation measures recommended by OEA to
address the project’s adverse impacts on surface waters,
wetlands, fisheries, and recreational trail access.
Commissioner Mulvey dissented from the STB’s decision
based on “the [project’s] likely substantial adverse impact on
the environment and the poor showing of a purpose and need
for the line” and on his belief that the project is not in the
public interest.

      Petitioners seek review of the STB’s decision.2


  2
     In an October 1, 2012, Order, we granted Petitioners’ emergency
motion for a stay pending the merits panel’s review of the STB order.
Order, Alaska Survival v. Surface Transp. Bd., No. 12-70218 (9th Cir. Oct.
1, 2012). After full briefing and oral argument, we lifted that emergency
stay in an order published November 28, 2012, concluding that the
8       ALASKA SURVIVAL V . SURFACE TRANSP . BD .

            III. STATUTORY FRAMEWORK

    Before reaching the merits, we consider the statutory
framework relevant to this petition for review.

                            A. ICCTA

    The ICCTA amended existing railroad statutes, replaced
the Interstate Commerce Commission (ICC) with the STB,
and provided that ICC precedent applies to the STB. See N.
Plains Res. Council, Inc. v. Surface Transp. Bd., 668 F.3d
1067, 1073 n.2 (9th Cir. 2011) [hereinafter NPRC]; Pub. L.
No. 104–88, 109 Stat. 803 (1995) (codified at 49 U.S.C.
§§ 10101–16106 (2012)). Under 49 U.S.C. § 10901, the
“Board has exclusive licensing authority for the construction
and operation of new railroad lines” and may certify rail line
construction and operation unless the STB finds the project
to be “inconsistent with the public convenience and
necessity.” NPRC, 668 F.3d at 1073. To determine public
convenience and necessity, the STB looks at a “variety of
circumstances” surrounding the proposed action, which can
include consideration of the applicant’s financial fitness, the
public demand or need for the service, and the potential harm
to competitors. See id. at 1092 (quoting N.M. Navajo
Ranchers Ass’n v. Interstate Commerce Comm’n, 702 F.2d
227, 232 (D.C. Cir. 1983)). As an alternative to the detailed




balance of hardships no longer tipped in favor of Petitioners. Order,
Alaska Survival v. Surface Transp. Bd., No. 12-70218, 2012 W L 5951297
(9th Cir. Nov. 28, 2012).
         ALASKA SURVIVAL V . SURFACE TRANSP . BD .                     9

§ 10901 procedures, 49 U.S.C. § 105023 provides that the
STB

         shall exempt a person, class of persons, or a
         transaction or service whenever the Board
         finds that the application in whole or in part of
         a provision of this part – (1) is not necessary
         to carry out the transportation policy of
         section 10101 of this title;4 and (2) either –


 3
  The ICCTA renumbered various provisions of the Interstate Commerce
Act, including § 10502, which was formerly codified under 49 U.S.C.
§ 10505. See United Transp. Union v. Burlington N. Santa Fe R.R. Co.,
528 F.3d 674, 677 n.2 (9th Cir. 2008).

     4
      The ICCTA specifies that the fifteen objectives of the Rail
Transportation Policy are:

         (1) to allow, to the maximum extent possible,
         competition and the demand for services to establish
         reasonable rates for transportation by rail; (2) to
         minimize the need for Federal regulatory control over
         the rail transportation system and to require fair and
         expeditious regulatory decisions when regulation is
         required; (3) to promote a safe and efficient rail
         transportation system by allowing rail carriers to earn
         adequate revenues, as determined by the Board; (4) to
         ensure the development and continuation of a sound rail
         transportation system with effective competition among
         rail carriers and with other modes, to meet the needs of
         the public and the national defense; (5) to foster sound
         economic conditions in transportation and to ensure
         effective competition and coordination between rail
         carriers and other modes; (6) to maintain reasonable
         rates where there is an absence of effective competition
         and where rail rates provide revenues which exceed the
         amount necessary to maintain the rail system and to
         attract capital; (7) to reduce regulatory barriers to entry
10      ALASKA SURVIVAL V . SURFACE TRANSP . BD .

        (A) the transaction or service is of limited
        scope; or (B) the application in whole or in
        part of the provision is not needed to protect
        shippers from the abuse of market power.

49 U.S.C. § 10502 (2012). “Obtaining an exemption
streamlines the regulatory process by eliminating notice and
comment in some cases, by making a hearing unnecessary,
and by expediting the final decision.” Vill. of Palestine v.
Interstate Commerce Comm’n, 936 F.2d 1335, 1337 (D.C.
Cir. 1991).




        into and exit from the industry; (8) to operate
        transportation facilities and equipment without
        detriment to the public health and safety; (9) to
        encourage honest and efficient management of
        railroads; (10) to require rail carriers, to the maximum
        extent practicable, to rely on individual rate increases,
        and to limit the use of increases of general applicability;
        (11) to encourage fair wages and safe and suitable
        working conditions in the railroad industry; (12) to
        prohibit predatory pricing and practices, to avoid undue
        concentrations of market power, and to prohibit
        unlawful discrimination; (13) to ensure the availability
        of accurate cost information in regulatory proceedings,
        while minimizing the burden on rail carriers of
        developing and maintaining the capability of providing
        such information; (14) to encourage and promote
        energy conservation; and (15) to provide for the
        expeditious handling and resolution of all proceedings
        required or permitted to be brought under this part.

49 U.S.C. § 10101 (2012).
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .          11

                         B. NEPA

    “The National Environmental Protection Act of 1969,
commonly known as NEPA, is ‘our basic national charter for
protection of the environment.’” Barnes v. U.S. Dep’t of
Transp., 655 F.3d 1124, 1131 (9th Cir. 2011) (quoting 40
C.F.R. § 1500.1(a) (2006)). “NEPA imposes procedural
requirements designed to force agencies to take a ‘hard look’
at environmental consequences” of major federal action. Id.
(quoting Earth Island Inst. v. U.S. Forest Serv., 351 F.3d
1291, 1300 (9th Cir. 2003)). “For any proposed major federal
action . . . NEPA requires the agency to prepare an [EIS].”
Lands Council v. Powell, 395 F.3d 1019, 1026 (9th Cir.
2004). An EIS “shall provide full and fair discussion of
significant environmental impacts and shall inform
decisionmakers and the public of the reasonable alternatives
which would avoid or minimize adverse impacts or enhance
the quality of the human environment.” 40 C.F.R. § 1502.1.

     The Council on Environmental Quality has promulgated
regulations governing the implementation of NEPA. See 40
C.F.R. §§ 1500.1–1508.28. The STB has also promulgated
its own regulations governing how NEPA applies to railroad
construction projects. See NPRC, 668 F.3d at 1072
(regulations codified at 49 C.F.R. §§ 1105.1–1105.12).
Under these regulations, the OEA generally prepares an EIS
for new railroad construction proposals.       49 C.F.R.
§ 1105.6(a) (2012). The STB invites public comment on the
scope of the environmental review and on the DEIS. 49
C.F.R. § 1105.10(a) (2012). The FEIS should discuss the
comments received on the DEIS and note any changes made
in response to them. Id. When determining whether to
authorize a construction project, the STB considers the
environmental record, which includes the FEIS and any
12     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

comments and responses concerning environmental issues.
49 C.F.R. § 1105.10(f); see also NPRC, 668 F.3d at 1073.

                          C. APA

    Judicial review of agency action is governed by § 706 of
the Administrative Procedure Act (APA). 5 U.S.C. § 706
(2012); see also NPRC, 668 F.3d at 1074. Under
§ 706(2)(A), we will uphold an agency’s action unless it is
“‘arbitrary, capricious, an abuse of discretion, or otherwise
not in accordance with law.’” NPRC, 668 F.3d at 1074
(quoting 5 U.S.C. § 706(2)(A)). Agency action is arbitrary
and capricious if “‘the record plainly demonstrates that [the
agency] made a clear error in judgment.’” Id. at 1075
(quoting Lands Council v. McNair, 537 F.3d 981, 994 (9th
Cir. 2008) (en banc), overruled on other grounds by Winter
v. Natural Res. Def. Council, Inc., 555 U.S. 7 (2008)). We
limit our review of agency action to the record, and we will
not substitute our judgment for that of the agency. See id. at
1074–75 (citing McNair, 537 F.3d at 987). Section 706
controls our review of both the STB’s grant of the § 10502
exemption and the STB’s actions pursuant to NEPA. See id.
at 1074, 1076.

                     IV. DISCUSSION

     Petitioners argue that the STB improperly exempted the
proposed rail line from the procedural requirements of
§ 10901. Before we reach that issue, we must first address
whether it is properly before us. Respondents and
Respondents-Intervenors ARRC and Matanuska-Susitna
Borough assert that it is not. They contend that Petitioners
did not raise the issue of the agency’s use of the exemption
“at the appropriate time under the agency’s practice,” and that
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            13

this failure to exhaust prevents us from deciding these issues
now. Petitioners respond that the Supreme Court’s plurality
decision in Sims v. Apfel, 530 U.S. 103 (2000), makes issue
exhaustion requirements inapplicable here. We conclude that
Petitioners are not procedurally barred from raising their
challenge to the § 10502 exemption.

    “The purpose of the exhaustion doctrine is to permit
administrative agencies to utilize their expertise, correct any
mistakes, and avoid unnecessary judicial intervention in the
process.” Lands Council v. McNair, 629 F.3d 1070, 1076
(9th Cir. 2010). But in Sims, the Supreme Court indicated
that judicially created issue exhaustion is not always
appropriate. Sims, 530 U.S. at 112. The Court considered
whether a person claiming Social Security benefits waived
judicial review of issues not raised before the agency’s
appeals council. Id. at 104–05. A plurality determined that
when neither statute nor regulation requires issue exhaustion,
judicially created issue exhaustion is inappropriate where the
administrative proceeding was informal and “inquisitorial
rather than adversarial,” and the claimant exhausted
administrative remedies. Id. at 108, 111, 112. Justice
O’Connor concurred, noting that the issue exhaustion
“inquiry requires careful examination of ‘the characteristics
of the particular administrative procedure provided.’” Id. at
113 (O’Connor, J., concurring) (quoting McCarthy v.
Madigan, 503 U.S. 140, 146 (1992)). Similarly, we have
noted that “there is no bright-line test to determine whether a
party has properly exhausted a claim to the [agency]; the
determination must be made on a case-by-case basis.”
Buckingham v. Sec’y of U.S. Dep’t of Agric., 603 F.3d 1073,
1080 (9th Cir. 2010). And it is a clear rule in our court “that
the exhaustion requirement should be interpreted broadly.”
Nat’l Parks & Conservation Ass’n v. Bureau of Land Mgmt.,
14     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

606 F.3d 1058, 1065 (9th Cir. 2010) [hereinafter NPCA].
Because neither statute nor regulation required issue
exhaustion in this matter, we must consider whether judicially
imposed issue exhaustion is appropriate here.

      We have applied Sims in the adjudicatory context,
Vaught v. Scottsdale Healthcare Corp. Health Plan, 546 F.3d
620 (9th Cir. 2008), but determined that Sims “offers no
guidance” in the notice-and-comment rulemaking context,
Universal Health Servs., Inc. v. Thompson, 363 F.3d 1013,
1020 (9th Cir. 2004). Neither case is directly on point.
Although the STB conducts rulemaking when it grants an
exemption, see CMC Real Estate Corp. v. Interstate
Commerce Comm’n, 807 F.2d 1025, 1030 (D.C. Cir. 1986),
Universal Health Services is distinguishable because it
addresses notice-and-comment rulemaking, which is not
generally employed by the STB during the exemption
process. See 49 C.F.R. § 1121.4(a) (2012) (stating that the
“[e]xemption proceedings are informal, and public comments
are generally not sought during consideration of exemption
petition proposals”). Although the adjudicatory nature of the
ERISA proceeding distinguishes Vaught from the STB’s
grant of the exemption, Vaught is instructive because it
concludes that when an agency engages in a non-adversarial,
informal proceeding and does not provide notice of issue
exhaustion requirements, then judicially created issue
exhaustion is likely inappropriate. 546 F.3d at 631–33.
Similarly, the STB’s procedures were informal and provided
no notice to interested parties that to later challenge the
STB’s decision one must submit comments during the
exemption process. In other cases, the STB, or its
predecessor the ICC, explicitly requested public comment on
exemptions. See, e.g., Or. Public Util. Comm’n v. Interstate
Commerce Comm’n, 979 F.2d 778, 779 (9th Cir. 1992)
         ALASKA SURVIVAL V . SURFACE TRANSP . BD .                    15

[hereinafter OPUC] (noting that the ICC granted an
exemption subject to public comment); Ill. Commerce
Comm’n v. Interstate Commerce Comm’n, 787 F.2d 616, 622
(D.C. Cir. 1986) (stating that the ICC issued a notice
proposing a blanket exemption).5

    Respondents argue that Petitioners should have
commented on the exemption during the EIS process, but the
record does not show that the STB ever said that was the
appropriate time in which to raise issues with the exemption
process. Although the STB published notice of its EIS
proceedings, which included reference to ARRC’s § 10502
application, it never provided direct notice of or requested
public comment on the exemption. See, e.g., The Alaska
Railroad Corporation—Petition for Exemption To Construct
and Operate a Rail Line Extension to Port MacKenzie, AK,
73 Fed. Reg. 8106-01 (Feb. 12, 2008). Further, the agency
has stated that it does not usually rely on comments to frame
issues for its review of exemption petitions. See Modification
of Procedure for Handling Exemptions Filed Under 49 U.S.C.
10505, 45 Fed. Reg. 85180-02 (Dec. 24, 1980) (stating that
“[c]omments have added very little to [the ICC’s]


  5
     Respondents do not contend that Petitioners failed to exhaust their
administrative remedies, see 49 C.F.R. § 1115.6 (stating that a party must
exhaust administrative remedies before going to court), but only that they
failed to raise the issue of the STB’s grant of the § 10502 exemption
before the STB, see Sims, 530 U.S. at 107 (distinguishing exhaustion of
administrative remedies from issue exhaustion). Although Petitioners
could have filed a petition for reconsideration of the STB’s decision, see
49 C.F.R. § 1121.4(e), they were not required to do so, see 49 U.S.C.
§ 722(c)(d) (stating that parties may petition to reopen and reconsider an
STB action or seek judicial review); 49 C.F.R. § 1115.3 (same); see also
5 U.S.C. § 704 (stating that actions are final for purposes of review
whether or not a request for reconsideration has been presented).
16       ALASKA SURVIVAL V . SURFACE TRANSP . BD .

determination of exemption petitions”); cf. Sims, 530 U.S. at
112 (stating that the Social Security Appeals Council “does
not depend much, if at all, on claimants to identify issues for
review”). Because this administrative process lacks an
adversarial component, “the reasons for [us] to require issue
exhaustion are much weaker.” Sims, 530 U.S. at 110.6

    Based on the informal nature of these proceedings and the
lack of notice to interested parties of the “appropriate time”
in which to raise their objections to the agency’s decision to
apply the § 10502 exemption, we conclude that the question
of whether the STB violated 49 U.S.C. §§ 10901 or 10502 in
granting the exemption for the Port MacKenzie rail line is
properly before us.

 A. ICCTA Exemption From Public Convenience and
               Necessity Review

    Petitioners contend that the STB did not properly apply
the standards set forth in §§ 10502 and 10901 when it granted
ARRC’s application for an exemption to construct the
proposed rail line. They challenge the STB’s decision not to


 6
   The D.C. Circuit has likewise refused to apply issue exhaustion in the
rulemaking context when petitioners were unable to administratively raise
their argument challenging lack of notice before the STB issued its final
rule. See CSX Transp., Inc. v. Surface Transp. Bd., 584 F.3d 1076, 1079
(D.C. Cir. 2009). W e note that the Eighth Circuit has applied judicially
imposed issue exhaustion to a challenge to an STB decision. See Otter
Tail Power Co. v. Surface Transp. Bd., 484 F.3d 959, 962 (8th Cir. 2007).
But that decision is inapposite because the underlying administrative
proceeding was adversarial in nature. See id. at 961–62, 963 (describing
that both Otter Tail and the Burlington Northern Santa Fe Railway
presented briefing and other information to the STB in a dispute over the
reasonableness of shipping rates).
        ALASKA SURVIVAL V . SURFACE TRANSP . BD .            17

consider the public convenience and necessity of the project
and the STB’s assessment of the transportation policy under
§ 10101. We hold that it was not arbitrary, capricious, an
abuse of discretion, or contrary to law for the STB to grant
ARRC an exemption under § 10502 from the full licensing
procedures required by § 10901. We further hold that
substantial evidence supports the STB’s findings favoring its
grant of the exemption.

    Section 10502(a) states that the STB “shall” grant an
exemption from a provision of the statute if (1) application of
that provision is not necessary to carry out the transportation
policy and (2) the transaction is of limited scope or the
application of the full statutory procedures is not needed to
protect shippers from abuse of market power. 49 U.S.C.
§ 10502(a). This exemption procedure reflects Congress’s
“determination that there be continuing evaluation of the
appropriateness of regulation and continuing deregulation
where consistent with the Act’s policies.” Coal Exps. Ass’n
of the U.S., Inc. v. United States, 745 F.2d 76, 82 (D.C. Cir.
1984). Section 10901 sets forth a more detailed procedure for
authorizing construction and operation of rail lines, which
requires a determination that the activities are consistent with
the public convenience and necessity.               49 U.S.C.
§ 10901(a)–(c).

    We review the STB’s statutory construction of the ICCTA
under Chevron U.S.A., Inc. v. Nat. Res. Defense Council,
467 U.S. 837 (1984). See NPRC, 668 F.3d at 1075–76.
“First, we inquire whether Congress has addressed directly
the issue before the court,” and if so, “the agency ‘must give
effect to the unambiguously expressed intent of Congress.’”
Id. (quoting Chevron, 467 U.S. at 842–43). If Congress has
not unambiguously addressed the specific issue before us,
18     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

then we must determine whether the agency’s construction of
the statute is permissible. Id. at 1076.

    Petitioners’ argument that we should review the STB’s
action pursuant to the standards set forth in § 10901 lacks
merit. Petitioners rely on vague extra-circuit precedent to
argue that when the STB grants a § 10502 exemption “it
summarily issues a certificate of public convenience and
necessity” as required under § 10901. HolRail, LLC v.
Surface Transp. Bd., 515 F.3d 1313, 1315 (D.C. Cir. 2008)
(reviewing an STB decision concerning a railway’s right to
cross another railway’s right of way). They contend that
HolRail should be read to mean that the STB should have
performed a full § 10901 analysis of public convenience and
necessity. Petitioners also assert that the STB erred in not
analyzing the public convenience and necessity of the
proposed rail line when the project’s financial viability was
called into question. These arguments are not persuasive.
We do not read HolRail as requiring that the STB engage in
a public convenience and necessity analysis before granting
an exemption from that very procedure. Such a conclusion
would run contrary to the plain language of § 10502(a),
which mandates that the STB grant exemptions from the full
proceedings required under the statute. See 49 U.S.C.
§ 10502(a). Further, neither § 10502 nor the STB’s
implementing regulations indicate that an exemption
proceeding is improper when the project’s financial viability
is questioned. It might be argued with some force that it is
not the best practice to employ the exemption process for a
contentious project, but that is for the agency and not us to
decide. See City of Carmel-By-The-Sea v. U.S. Dep’t of
Transp., 123 F.3d 1142, 1150 (9th Cir. 1997) (stating that the
court should not substitute its judgment for that of the
agency).
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            19

      Petitioners also argue that the STB does not have
authority to exempt a project as large as the proposed spur.
This argument misreads the statute. Section 10502(a)(2)
allows the STB to grant an exemption if the project is either
of limited scope or the full statutory proceedings are not
necessary to protect shippers from abuse of market power.
49 U.S.C. § 10502(a)(2). The plain language of the statute
does not require the STB to consider both factors. Here, the
STB chose to analyze the project’s impact on shippers instead
of its scope. Because the STB concluded that the full
statutory proceedings were not necessary to protect shippers
from abuse of market power, the STB had no duty to consider
whether the project was of limited size. The STB acted
within its authority when it applied the analysis required by
§ 10502(a) without considering the public convenience and
necessity under § 10901.

    Petitioners also contend that the STB did not consider
relevant parts of the fifteen-part Rail Transportation Policy
and that for those factors considered the STB failed to explain
how the record supported its findings. We disagree. The
STB did not act arbitrarily or capriciously in determining the
applicable sections of the Rail Transportation Policy set out
in § 10101, and substantial evidence supports the STB’s
findings for those factors considered.

    “When the [STB] grants an exemption from a portion of
the Interstate Commerce Act, the [STB] needs to take into
account only the purpose of that portion of the statute from
which exemption is granted.” OPUC, 979 F.2d at 781.
Stated another way, “[t]he scope of the [STB’s] review in an
exemption proceeding” is a “function of the relationship
between the section from which an exemption is sought,”
here § 10901, and the Rail Transportation Policy enumerated
20      ALASKA SURVIVAL V . SURFACE TRANSP . BD .

in § 10101. Vill. of Palestine, 936 F.2d at 1338–39 (internal
quotations omitted). This rule ensures that the STB will not
be “faced with the impossible task of reconciling a variety of
different objectives of the [Rail] Transportation Policy.”
OPUC, 979 F.2d at 781. “[T]he [STB] need not explicitly
discuss in its decision each factor enumerated . . . . All that is
necessary is that the essential basis of the [STB]’s rationale
be clear enough so that a court can satisfy itself that the
[STB] has performed its function.” Coal Exps., 745 F.2d at
94 n.22 (quoting Alamo Express, Inc. v. Interstate Commerce
Comm’n, 673 F.2d 852, 860 (5th Cir. 1982)).

    The STB did not act arbitrarily by failing to consider
additional policy factors. Petitioners contend that the STB
should have considered three additional factors: (3)
promoting “a safe and efficient rail transportation system by
allowing rail carriers to earn adequate revenues, as
determined by the Board,” (9) encouraging “honest and
efficient management of railroads,” and (14) encouraging and
promoting energy conservation. 49 U.S.C. § 10101.
Petitioners do not show how these factors relate to the
purpose of § 10901. Such a showing would make it
necessary for the STB to consider those provisions. See
OPUC, 979 F.2d at 781. Nor do they show that the STB’s
interpretation of which factors are relevant to the purpose of
§ 10901 is an unreasonable interpretation of the statute.

     Petitioners claim that Illinois Commerce Commission and
Coal Exporters impose a heavy burden on the STB to identify
all the relevant policies furthered by an exemption. But the
STB does not have a duty to make “findings about each
aspect of the rail transportation policy possibly affected” by
its grant of the exemption. Vill. of Palestine, 936 F.2d at
1339. To require such analysis would make the exemption
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            21

process “broader and possibly more onerous than the
proceeding from which exemption was sought.” Id.
Petitioners also contend that Illinois Commerce Commission
and Coal Exporters show that the STB is not entitled to “wide
deference” in choosing which factors of the policy apply.
Such an assertion runs contrary to our standard of review
under the APA. See NPRC, 668 F.3d at 1076 (stating that the
STB’s decision on railroad application approvals must be
upheld unless arbitrary, capricious, an abuse of discretion, or
not in accordance with law). We conclude that the STB’s
decision to consider only factors (2), (4), (5), and (7) was
reasonable.

     Likewise, the STB provided sufficient findings supporting
its consideration of factors (2), (4), (5), and (7). The STB
explained that the record supported its conclusion that
construction would be consistent with factors (4), ensuring
the development and continuation of a sound rail
transportation system, and (5), fostering sound economic
conditions in transportation and ensuring effective
competition and coordination between rail carriers and other
modes. The STB noted that the rail line would be more
efficient than truck transportation and would enhance
intermodal competition by providing an alternative to freight
to meet the needs of shippers. Further, the EIS discussed the
economic and transportation benefits of the rail line.

    The STB also found that the exemption would reduce the
need for federal regulation and decrease regulatory barriers to
entry in support of factors (2), minimizing the need for
Federal regulatory control, and (7), reducing regulatory
barriers. These findings are reasonable when the exemption
made it unnecessary for ARRC to go through otherwise
lengthy regulatory procedures under § 10901. The STB’s
22     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

explanations are sufficient for us to determine the STB’s
rationale and satisfy ourselves that the STB performed its
function as required by the statute. See Coal Exps., 745 F.2d
at 94 n.22. We conclude that substantial evidence supports
the agency’s findings. See In re Transcon Lines, 89 F.3d 559,
564 (9th Cir. 1996) (describing the substantial evidence
standard).

                         B. NEPA

    Petitioners raise a second issue of whether the STB’s EIS
complied with NEPA. They contend that the STB violated
NEPA by adopting an unreasonable purpose and need
statement, refusing to consider an alternative route without an
access road, and inadequately assessing the project’s adverse
effect on wetlands. We disagree.

             1. Purpose and Need Statement

    Petitioners argue that the STB erred by adopting a
purpose and need statement focused exclusively on the goals
stated by ARRC. They contend that the STB did not take into
consideration public goals when defining the purpose and
need. Respondents assert that the purpose and need statement
properly focused on both the STB’s enabling statute and
ARRC’s goals. We agree with Respondents, and we hold that
the STB did not act arbitrarily or capriciously by generating
the purpose and need statement based on the statutory context
and ARRC’s objectives.

    A statement of purpose and need must “briefly specify the
underlying purpose and need to which the agency is
responding in proposing the alternatives including the
proposed action.” 40 C.F.R. § 1502.13 (2012). Courts
        ALASKA SURVIVAL V . SURFACE TRANSP . BD .             23

review purpose and need statements for reasonableness
giving the agency considerable discretion to define a project’s
purpose and need. Westlands Water Dist. v. U.S. Dep’t of
Interior, 376 F.3d 853, 866 (9th Cir. 2004). A purpose and
need statement will fail if it unreasonably narrows the
agency’s consideration of alternatives so that the outcome is
preordained. See NPCA, 606 F.3d at 1070. “Where an action
is taken pursuant to a specific statute, the statutory objectives
of the project serve as a guide by which to determine the
reasonableness of objectives outlined in an EIS.” Westlands
Water Dist., 376 F.3d at 866. An agency must look hard at
the factors relevant to definition of purpose, which can
include private goals, especially when the agency is
determining whether to issue a permit or license. NPCA,
606 F.3d at 1070–71.

    Petitioners contend that the STB failed to articulate a
purpose and need that reflected the agency’s perspective.
They argue that STB erred when it adopted ARRC’s asserted
goals without considering the “public convenience and
necessity” under § 10901. Petitioners are correct that an
agency must consider the statutory context of the proposed
action and any other congressional directives in addition to a
private applicant’s objectives. NPCA, 606 F.3d at 1070; see
also League of Wilderness Defenders-Blue Mountains
Biodiversity Project v. U.S. Forest Serv., 689 F.3d 1060, 1070
(9th Cir. 2012) (considering statutory context to determine
reasonableness of purpose and need statement). But when
granting a license or permit, the agency has discretion to
determine the best way to implement its statutory objectives,
see Westlands Water Dist., 376 F.3d at 867, in light of the
goals stated by the applicant, see Citizens Against Burlington,
Inc. v. Busey, 938 F.2d 190, 199 (D.C. Cir. 1991) (“Congress
did not expect agencies to determine for the applicant what
24      ALASKA SURVIVAL V . SURFACE TRANSP . BD .

the goals of the applicant’s proposal should be.”). We must
consider whether the purpose and need statement is
reasonable in light of the ARRC’s stated goals and the
statutory context of the ICCTA. See NPCA, 606 F.3d at
1070.

     STB’s statutory authorization to grant this exemption is
found in 49 U.S.C. §§ 10101, 10502, and 10901. These
provisions indicate that Congress intended to privilege
interests of the applicant by requiring the STB grant § 10502
exemptions unless the exemption would be contrary to the
Rail Transportation Policy, see Coal Exps., 745 F.2d at 82,
and by instructing the STB to authorize construction unless
it would be inconsistent with the public convenience and
necessity under § 10901, see NPRC, 668 F.3d at 1091–92.
Even given their emphasis on construction and private
interests, these sections also require some consideration of the
public need for the project. See id. at 1092 (discussing STB’s
test for determining public convenience and necessity, which
includes an analysis of “public demand or need”); see also
49 U.S.C. § 10101(4) (stating that it is part of the Rail
Transportation Policy to ensure that the rail line system meets
the needs of the public). But “public need” can be interpreted
broadly, and the STB has discretion to determine which
public needs it will consider. See NPRC, 668 F.3d at
1093–94 (concluding that the STB did not err by relying on
support from farmers, coal producers, public utilities, and
state officials to determine public need rather than the needs
of shippers). Here, the purpose and need statement noted the
State of Alaska’s financial support of the project and Port
MacKenzie’s interest in a rail line to provide more efficient
and cost-effective transport services to interior Alaska.
Further, in its decision to grant the exemption, the STB
connected ARRC’s goals to its enabling statute, stating that
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            25

“ARRC’s proposal to provide an additional freight
transportation mode is consistent” with the relevant factors of
the rail transportation policy. We conclude that the STB
“thought hard” about the appropriate factors, including its
enabling statute and the applicant’s needs, when it adopted
the purpose and need statement. See Citizens Against
Burlington, 938 F.2d at 198.

    Next, Petitioners argue that by “thoughtlessly adopt[ing]”
ARRC’s narrow goals, the STB considered an impermissibly
narrow range of alternatives. But Petitioners do not show that
the STB’s adoption of ARRC’s goals led the agency to
consider a too limited range of alternatives. They do not
demonstrate that the purpose and need statement resulted in
the agency’s failure to consider a non-access-road alternative
nor do they point to any other deficiency in the alternatives
considered in the FEIS. See Westlands Water Dist., 376 F.3d
at 867–68 (reversing the district court’s finding that the
purpose and need statement was unreasonable when the
statement did not improperly foreclose consideration of
alternatives). The FEIS considered twelve build alternatives
and one no-action alternative. The range of alternatives
considered was sufficient to satisfy both the private and
public objectives underlying the purpose of the project and to
enable the STB to make an informed decision to grant the
exemption. See City of Angoon v. Hodel, 803 F.2d 1016,
1022 (9th Cir. 1986) (concluding that the EIS was adequate
when the alternatives discussed enabled the agency to make
an informed decision).

     Petitioners also argue that there is no real need for this
project. They point to Commissioner Mulvey’s dissent,
which states that the purpose and need statement “relie[d] on
little more than Port MacKenzie’s aspirations for an increase
26       ALASKA SURVIVAL V . SURFACE TRANSP . BD .

in traffic, a generalized goal to increase economic
development, and the prospect of a new mode of
transportation from the port.” This argument ignores the
people of Port MacKenzie and Matanuska-Susitna Borough’s
legitimate interest in a rail line connecting their side of the
inlet to the main rail line, even if there are other ports in the
area.7 Further, the statement’s aspirational quality does not
mean that the rail line will not serve a purpose as a catalyst
for economic development. We have a classic chicken-or-
the-egg conundrum, and we are not convinced that the
shippers must stand in line before there is sufficient need
demonstrated for a rail line. It is not for us to decide which
communities are entitled to important railroad development
projects. That decision is committed in the first instance to
the discretion of the agency authorized by Congress to
approve rail line construction projects, the STB. Moreover,
the quasi-public nature of the ARRC shows that its views
about development of railroad lines in Alaska should have
been given due weight by the STB.

    We hold that the Statement of Purpose and Need
reasonably defined the objectives of the project in light of
both the applicant’s objectives and the agency’s statutory
authorization.




 7
   For example, the history of the Puget Sound area shows the vigor with
which Seattle residents fought for a rail line linking them both to nearby
resources and to the East Coast. Tacoma, located thirty miles south of
Seattle, was chosen as the terminus of the Northern Pacific Railroad, but
the close proximity of the port and rail line in Tacoma did not dull
Seattle’s desire and need for its own rail line. See Kurt E. Armbruster,
Orphan Road: The Railroad Comes to Seattle, 1853–1911, at 51–58, 108
(W ashington State University 1999).
        ALASKA SURVIVAL V . SURFACE TRANSP . BD .            27

              2. No-Access-Road Alternative

    Petitioners contend that the STB impermissibly refused to
consider an alternative rail design without a full-length access
road adjacent to the rail line. They assert that a no-access-
road alternative was a viable and reasonable option that
should have been examined in the EIS. Respondents assert
that the STB properly determined that a no-access-road
alternative was not reasonable because an access road is
necessary for modern rail line construction and maintenance.
We conclude that the STB complied with NEPA when it
determined that a no-access-road alternative was not feasible.

    NEPA requires an EIS to describe and analyze “every
reasonable alternative within the range dictated by the nature
and scope of the proposal.” Friends of Southeast’s Future v.
Morrison, 153 F.3d 1059, 1065 (9th Cir. 1998).
Consideration of alternatives “is the heart of the [EIS],” and
agencies should “[r]igorously explore and objectively
evaluate all reasonable alternatives” that relate to the
purposes of the project and briefly discuss the reasons for
eliminating any alternatives from detailed study. 40 C.F.R.
§ 1502.14 (2012); see also Se. Alaska Conservation Council
v. Fed. Highway Admin., 649 F.3d 1050, 1056 (9th Cir.
2011). “The [EIS] need not consider an infinite range of
alternatives, only reasonable or feasible ones.” Carmel-By-
The-Sea, 123 F.3d at 1155. But failure to examine a
reasonable alternative renders an EIS inadequate. Friends of
Southeast’s Future, 153 F.3d at 1065. Those challenging the
failure to consider an alternative have a duty to show that the
alternative is viable. City of Angoon, 803 F.3d at 1021–22.

    We perceive several flaws in Petitioners’ contention that
the agency acted arbitrarily and capriciously by refusing to
28     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

consider a no-access-road alternative. First, Petitioners
merely contend but do not show that a no-access-road
alternative is a feasible option that should have been
considered by the STB. Id. Such an allegation begs the
question of whether a no-access-road alternative is a feasible
option. How could a railroad line effectively be built through
rugged and undeveloped terrain without an access road for
equipment and moving of supplies and personnel? Would a
temporary access road cause more environmental harm in the
Susitna wetlands than a permanent one? Without evidence to
the contrary, we defer to the STB’s technical expertise
regarding modern railroad construction. See NPRC, 668 F.3d
at 1075.

    Second, Petitioners rely heavily on EPA’s comments
expressing concern about the need for an access road. They
seem to argue that because the EPA called the necessity of an
access road into question, the STB is obligated to consider a
no-access-road alternative based on NEPA’s mandate that
STB consult with other agencies. They further contend that
the concerns raised by the EPA and other agencies should
reduce the deference we afford to the STB. But a lead agency
does not violate NEPA when it does not defer to the concerns
of other agencies. Akiak Native Cmty. v. U.S. Postal Serv.,
213 F.3d 1140, 1146 (9th Cir. 2000). All that NEPA requires
is that the lead agency consider these concerns and explain
why it finds them unpersuasive. Id. The STB satisfied that
burden here. Not only did the STB respond to EPA’s
concerns in the FEIS, it also addressed these concerns in its
EM. We conclude that there is no error in STB’s reliance on
ARRC’s explanation of modern railroad construction and
maintenance practices to answer the EPA’s concerns. It was
reasonable for the STB to gather information about rail
construction from the entity that will build the rail line.
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            29

Moreover, Petitioners cite no case law for their assertion that
we should not give deference to the STB’s decision. We
conclude that STB did not act arbitrarily or capriciously in
declining to consider the no-access-road alternative.

         3. Wetlands Delineation and Mitigation

    Lastly, Petitioners contend that the STB relied on
improper methodology for its wetlands delineation.
Petitioners further argue that the EIS did not provide
sufficient detail about the wetlands impacts of the rail line,
leading to insufficient discussion of mitigation measures.
Respondents counter that they employed accepted wetland-
delineation methodology that yielded detailed information
and that the discussion of wetlands mitigation in the FEIS
was sufficient under NEPA. We agree with Respondents.

    An EIS must contain a “reasonably complete discussion
of possible mitigation measures.” Okanogan Highlands
Alliance v. Williams, 236 F.3d 468, 473 (9th Cir. 2000)
(quoting Robertson v. Methow Valley Citizens Council,
490 U.S. 332, 352 (1989)). “Mitigation must ‘be discussed
in sufficient detail to ensure that environmental consequences
have been fairly evaluated.’” Carmel-By-The-Sea, 123 F.3d
at 1154 (quoting Robertson, 490 U.S. at 352). Perfunctory
descriptions or mere lists of mitigation measures are
insufficient. Neighbors of Cuddy Mountain v. U.S. Forest
Serv., 137 F.3d 1372, 1380 (9th Cir. 1998).

    Petitioners take issue with the STB’s use of “rapid
assessment” survey methods, aerial photography, and
computer generated information system data. They point to
comments from both the National Marine Fisheries Service
(NMFS) and the EPA that called for site-specific
30     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

examinations. Although we have held that the use of stale
data based on aerial surveys does not constitute a “hard look”
under NEPA, NPRC, 668 F.3d at 1086–87, we are not
convinced that the STB’s chosen methodology was deficient.
Petitioners point to no evidence that the data was stale. Nor
do they demonstrate how the methodology employed led to
insufficient data on which to base mitigation measures. The
record shows that the methodology used for wetlands
delineation was performed in accordance with the Army
Corps of Engineers’ delineation manual. Although NMFS
and EPA expressed concern with the wetlands delineation and
the information on the functions of wetlands, the record does
not show that the STB’s reliance on this methodology was
arbitrary and capricious. It is not the role of this court “to
decide whether an [EIS] is based on the best scientific
methodology available.” McNair, 537 F.3d at 1003 (internal
quotations omitted) (alterations in original). As long as the
agency engages in a “reasonably thorough discussion,” we do
not require unanimity of opinion among agencies.
Carmel-By-The-Sea, 123 F.3d at 1151 (internal quotations
omitted).

     Petitioners contend that the STB’s analysis of wetland-
damage mitigation is too cursory to meet NEPA’s “hard
look” requirement. They argue that the STB did not consider
bridging streams and elevating track to minimize the need for
filling of streams and wetlands as urged by the EPA. The
STB responded to the EPA’s concerns by explaining that the
prohibitively high cost of constructing an elevated track
makes it infeasible and discussing in the FEIS the positive
and negative environmental impacts of bridges and culverts.
The EM further addressed the EPA’s concerns by reiterating
the high costs of elevated track and noting that the EPA did
not present any evidence that an elevated track was feasible.
       ALASKA SURVIVAL V . SURFACE TRANSP . BD .            31

Petitioners likewise present no evidence of the feasibility of
the elevated track. We cannot say that failure to consider this
alternative is improper without evidence showing the
feasibility of the alternative. City of Angoon, 803 F.3d at
1021–22. Further, although we give special weight to
criticism from other federal agencies, see Save Our Sonoran,
Inc. v. Flowers, 408 F.3d 1113, 1122 (9th Cir. 2004), the
EPA’s criticisms alone are not sufficient to invalidate the
discussion of environmental impacts and mitigation measures
that is found in the record. See Carmel-By-The-Sea, 123 F.3d
at 1154–55.

     Petitioners further argue that the STB impermissibly
referred to mitigation measures as a “future prospect” to be
handled by ARRC. NEPA does not require the finalization or
adoption of mitigation measures but mandates only that the
agency engage in a “reasonably thorough” discussion of
mitigation. Carmel-By-The-Sea, 123 F.3d at 1151, 1154.
The FEIS contains a lengthy discussion of measures to
mitigate impacts on water resources, which includes
removing debris from wetlands as soon as practicable and
constructing the railroad to maintain natural water flows by
installing bridges or using equalization culverts. Further, the
STB’s authorization of the exemption was conditional to
ARRC’s adoption of one hundred mitigation measures,
including ensuring that bridges and culverts are designed and
maintained in accordance with NMFS guidance and
implementing best management practices to be imposed by
the Army Corps of Engineers under the Clean Water Act
§ 404 permit, which ARRC must obtain before construction.
Nothing about the discussion of mitigation measures is
perfunctory. And we see no error in the STB’s reliance on
§ 404’s substantive requirements as mitigation measures
when the agency otherwise complied with NEPA’s
32     ALASKA SURVIVAL V . SURFACE TRANSP . BD .

requirement of a reasonably thorough analysis. See Carmel-
By-The-Sea, 123 F.3d at 1152.

                    V. CONCLUSION

    We hold that the procedures of the STB under the ICCTA
were sufficient and were satisfied and that there was no error
under NEPA because the purpose and need statement was
adequate; the agency considered all viable, reasonable
alternatives; and the EIS contains a detailed, thorough, and
thoughtful discussion of the wetlands impacts and mitigation
measures. Concluding that there was no violation of the
ICCTA, NEPA, or the APA, we deny the petition for review.

     PETITION FOR REVIEW DENIED.
