                FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


PRESIDIO HISTORICAL ASSOCIATION;         No. 13-16554
SIERRA CLUB,
              Plaintiffs-Appellants,        D.C. No.
                                         3:12-cv-00522-
                 v.                            LB

PRESIDIO TRUST, a federal
government corporation,                    OPINION
               Defendant-Appellee.


     Appeal from the United States District Court
        for the Northern District of California
     Laurel D. Beeler, Magistrate Judge, Presiding

                Argued and Submitted
      October 20, 2015—San Francisco, California

                Filed January 27, 2016

  Before: Sidney R. Thomas, Chief Judge and Stephen
 Reinhardt and M. Margaret McKeown, Circuit Judges.

             Opinion by Judge McKeown
2      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

                           SUMMARY*


           Presidio Trust Act / National Historic
                     Preservation Act

    The panel affirmed the district court’s summary judgment
in favor of the Presidio Trust in an action challenging the
Trust’s 2010 update for the Presidio Trust Management Plan
for the area of the Presidio of San Francisco managed by the
Trust, including the proposed 70,000 square feet of new lodge
construction on the Main Post area.

    The panel held that the Trust’s 2010 management plan for
the lodge complied with the Presidio Trust Act and the
National Historic Preservation Act. Specifically, the panel
held that construction of a new lodge offset by demolition of
other buildings in the Main Post of the Presidio constituted
“replacement of existing structures of similar size in existing
areas of development” under the Presidio Trust Act. The
panel also held that in settling on the lodge location and
design, the Trust complied with Section 110(f) of the
National Historic Preservation Act, which required the Trust
“to the maximum extent possible . . . undertake such planning
and actions as may be necessary to minimize harm to the
landmark.” The panel did not consider the Trust’s proposed
replacement construction other than the lodge.




  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST               3

                          COUNSEL

Deborah A. Sivas, Alicia E. Thesing, Jacqueline M. Iwata,
Joshua W. Malone, Raza Rasheed, Abigail Perri Barnes
(argued), Mills Legal Clinic, Stanford, California, for
Plaintiffs-Appellants.

Sam Hirsch, Acting Assistant Attorney General, Joseph T.
Mathews, Robert J. Lundman, Katherine J. Barton (argued),
Attorneys, Environment and Natural Resources Division,
United States Department of Justice, Washington, D.C.;
Andrea M. Andersen, Assistant General Counsel, Presidio
Trust, San Francisco, California, for Defendant-Appellee.

Elizabeth S. Merritt, Washington, D.C., as and for Amicus
Curiae National Trust for Historic Preservation.

Mark D. Perreault, Norfolk, Virginia, for Amicus Curiae
Citizens for a Fort Monroe National Park, Inc.


                          OPINION

McKEOWN, Circuit Judge:

    This appeal calls upon us to address the future
development footprint of the historical heart of the Presidio
of San Francisco (“Presidio”)—a former military base that is
now a National Park and a National Historic Landmark. Like
the city in which it sits, the Presidio is caught in the middle of
competing forces: on the one hand, a strong commitment to
preservation, and on the other, the inexorable tide of change,
development, and economic pressures.
4     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

    The area of the Presidio at issue—the Main Post,
sometimes referred to as the focal point of the Presidio—is
managed by the Presidio Trust (the “Trust”), a wholly-owned
government corporation created by the Presidio Trust Act.
Omnibus Parks and Public Lands Management Act of 1996,
Pub. L. No. 104-333, 110 Stat. 4097 (codified at 16 U.S.C.
§ 460bb app.) (“ Presidio Trust Act” or “PTA”). The Trust is
governed by both the Presidio Trust Act and the National
Historic Preservation Act (“NHPA”). 54 U.S.C.A. § 300101
et seq. (West 2015).1

    Under the Presidio Trust Act, the Trust must fulfill the
dual statutory purposes of preserving the historic and natural
character of the Presidio and making the Presidio financially
self-sustaining. PTA §§ 101(5), (6), (7). To meet those
directives, the Trust in 2002 adopted the Presidio Trust
Management Plan (the “Plan”). The Trust amended the Plan
for the Main Post district in 2011 (the “Update”). Among
other things, the Update provided for extensive demolition
and new construction on the Presidio’s Main Post, including
a new lodge, an expansion of the Presidio Theatre, an
addition to the Presidio Chapel, and an archaeology lab.

    This appeal is limited to the Update’s proposed new lodge
adjacent to the Presidio’s Main Parade Ground. Labeling it
as a “lodge” is something of a misnomer, because it is not a
single, unitary structure. Instead, the design envisions twelve
buildings totaling 70,000 square feet at a “maximum height
of 30 feet above existing grade,” with each building
connected by “open-air porches” and styled after the historic,
Civil War-era Graham Street barracks that once stood in

 1
   Unless otherwise noted, all citations to 54 U.S.C.A are drawn from
West’s annotated 2015 edition of the United States Code.
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST              5

roughly the same location. For simplicity, we refer to this
proposed development as “the lodge.” While the Trust
envisioned the lodge as opening the park to more cultural,
educational, and public uses and contributing to financial
sustainability, critics allege the project contributes to
commercialization of the park and undermines the Main
Post’s historic character.

    Central to the appeal is whether the construction of a new
lodge (70,000 square feet), offset by demolition of other
buildings (94,000 square feet) in the Main Post, constitutes
“replacement of existing structures of similar size in existing
areas of development” under the Presidio Trust Act. PTA
§ 104(c)(3). We also address whether, in settling on the
lodge location and design, the Trust complied with Section
110(f) of the NHPA, which requires that the Trust “to the
maximum extent possible . . . undertake such planning and
actions as may be necessary to minimize harm to the
landmark.” 54 U.S.C.A. § 306107. Because the Trust
complied with its obligations under both statutes, we affirm
the district court’s grant of summary judgment in favor of the
Trust.

                        BACKGROUND

    The Presidio has been described as the birthplace of San
Francisco and is noted for its diverse architectural styles and
formal landscapes that illustrate the complex layering of
construction over time. In the mid-twentieth century, the
Presidio began a transition from a fully-functioning military
base to the recreational preserve that it is today, starting with
its designation as a National Historic Landmark District in
1962. In 1994, the National Park Service (“Park Service”)
assumed control of the Presidio from the Army and managed
6     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

the property under the Golden Gate National Recreation Area
Act (“Golden Gate Act”), 16 U.S.C. § 460bb et seq. The
Golden Gate Act sought to “preserve for public use and
enjoyment certain areas of Marin and San Francisco
Counties, California, possessing outstanding natural, historic,
scenic, and recreational values, and . . . to provide for the
maintenance of needed recreational open space necessary to
urban environment and planning.” Id. § 460bb. The Act
limited new construction within covered lands to
“reconstruc[tion],” and specifically provided that “[a]ny . . .
structure which is demolished may be replaced with an
improvement of similar size . . . .” Id. § 460bb-2(i).

    Not long after, Congress revisited the Park Service’s
responsibility for the entirety of the Presidio, in part out of a
desire to reduce the government’s financial responsibility for
maintaining the park. The result was the 1996 Presidio Trust
Act, which divided the Presidio into two areas (Area A and
Area B) and gave the newly formed Presidio Trust the
authority to oversee, manage, and develop Area B of the park,
roughly eighty percent of the area. PTA § 104(a).2

     Specifically, the Trust is required to manage Area B in
accordance with the Golden Gate Act and the Park Service’s
“General Management Plan” for the Presidio, both of which
require protecting the historic character and predominantly
natural setting of the Presidio. Id. At the same time, the
Trust Act imposed a duty to develop a management plan
“designed to reduce expenditures . . . and increase revenues
to the Federal Government to the maximum extent possible.”
Id. § 104(c). To incentivize the Trust to fulfill this latter goal,

  2
    The Park Service retained the remaining twenty percent of the park,
denominated Area A, which runs along the coastline.
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                    7

the Trust Act called for a fifteen-year phase-out of budgetary
support, leaving the Trust responsible for making the Presidio
financially self-sustainable. Id. § 105(b). As of 2013, the
Presidio had achieved financial self-sustainability and no
longer required subsidies from the federal government.

    In 2002, the Trust adopted a Plan to fulfill the directives
of the Trust Act. For management purposes the Plan created
seven planning districts. These districts adapted the earlier
planning districts established by the Park Service, and were
“based on each area’s historic uses; jurisdictional boundaries;
human-made features such as roads, fences, and walls; and
natural features and demarcations, including topography and
vegetation.” Each district had a designated “planning
concept” that would guide “future planning and building use
decisions.” Like any part of the Trust’s Plan, these planning
districts and their applicable planning concepts may be
altered at a later date. Amendments to the Plan, however, are
subject to statutory and administrative limitations and may
require, for example, administrative review, public comment,
or consultation with government agencies. PTA §§ 103(c)(6),
104(c).

    The Main Post district, number 1, was designated as
“Mixed-Use/Visitor & Community Focus,”3 with a vision that
it would be “the heart of the Presidio” and a “focal point for
visitor orientation.” The Plan capped total building area in
the Main Post district at 1,240,000 square feet. It also capped
lodging space in the park at 51,000 square feet.


 3
   The two adjacent planning districts—the Crissy Field district, number
2, and the Letterman district, number 3—were designated as “Mixed-
Use/Visitor & Cultural Focus” and “Mixed-Use/Office & Residential,”
respectively.
8     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

    This map outlines Areas A and B (including the seven
                     planning districts):
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST           9

    Frustrated with the persistent “empty and uninviting” feel
of the Main Post and its failure to achieve anticipated public
visitation, the Trust began to consider a revision to the Plan
as early as 2005. Because the Trust was interested in larger
lodging options than anticipated in the original Plan, the
Update required a formal amendment process, including an
environmental review under the National Environmental
Policy Act (“NEPA”), 42 U.S.C. § 4332, and a formal
consultation under Section 106 of the NHPA.

   After several years and multiple iterations of
environmental review, consultation, and public comment, the
Trust released its Update in 2010. The following year, the
Trust documented its decision-making process in a Record of
Decision, and formally adopted the Update on February 23,
2011.

    The centerpiece of the Update—and the only component
challenged in this appeal—is the lodge proposal. The
proposal ultimately reflected a scaled-back approach that the
Trust adopted after consultation with interested parties,
including the Park Service, the California State Historic
Preservation Officer, and the Advisory Council on Historic
Preservation.

    The twelve small buildings of the lodge, which are
aesthetically modeled after the historic Graham Street
barracks, would be located on and adjacent to the footprint of
Building 34 (a 31,824-square-foot, modern, non-historical
building on the Main Parade that is slated for demolition
under the Update). This parcel is adjacent to the Main Parade
Ground, which the Trust converted from a parking lot to
grassy, open space years ago. This setup is depicted in the
following schematic:
10   PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                    11

    According to the Trust, this mitigated design concept
would greatly increase the public amenities in the Main Post
area while also “strengthen[ing] the articulation of historic
open spaces.” Compared with the Trust’s plans for the lodge
before the proposal went through NEPA and NHPA
consultation, the modified lodge design also does more to
ensure that the “scale, massing, height, and design” are
“compatible with the surrounding historic environment.”

    The lodge proposal was part of a more extensive plan
within the Update, which contemplated approximately
146,500 square feet of construction: 24,000 square feet of
already completed construction plus 122,500 square feet of
new construction. The new construction included the 70,000
square feet for the lodge buildings, as well as additions to the
Presidio Theatre, additions to the Presidio Chapel, an
archaeology lab, and incidental new construction.

    In its final form, the Update slated approximately 148,010
square feet of buildings for demolition. Of those, 94,000
square feet are in the Main Post planning district.4 As part of
the Doyle Drive Project, the Trust also included another
54,071 square feet of demolition from the nearby Crissy Field
planning district (Buildings 605 and 606) and Letterman
planning district (Building 1158) in its demolition
calculations. This project will be a “partially tunneled and
covered parkway that reestablishes a connection between
Crissy Field and the Main Post.”



  4
     This number includes 59,417 square feet of new demolition plans;
32,259 square feet of new demolition (Buildings 204, 231, and 230)
attributable to a related project renovating Doyle Drive; and 2,263 square
feet of already completed demolition.
12    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

    The proposed construction and demolition projects in the
Update netted out to a negative 1,510 square feet. The
mathematical maneuver of totaling square footage from the
Main Post planning district plus the nearby Crissy Field and
Letterman planning districts meant that the Trust could say
that the Update as a whole led to a net square footage
decrease. Thus, according to the Trust, it met its statutory
obligation because the new buildings would replace existing
buildings of similar square footage.

    The Trust rooted its approach in what is termed the
“banking” interpretation of Section 104(c)(3), under which
the Trust could undertake new construction (“replacement”)
so long as the square footage (“similar size”) of the new
construction was offset by aggregate demolition from any
developed part of Area B (“existing areas of development”).
The Trust explicitly relied on the banking interpretation in
adopting both the Plan and the Update, and it has been the
Trust’s operative theory of new construction authority until
the current litigation.

   After the Trust finalized the Update, the Presidio
Historical Association and the Sierra Club (the
“Associations”) filed suit, challenging the Update on the
grounds that the new lodge violated applicable statutes.

   On cross-motions for summary judgment, the district
court granted summary judgment to the Trust. The district
court specifically disclaimed any reliance on the Trust’s
banking interpretation of Section 104(c)(3) of the Presidio
Trust Act: “In reaching a conclusion that the Trust acted
within its statutory authority, the court need not decide (and
does not hold) that the Trust can ‘bank’ square footage from
any area of development or one planning district and use it as
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                     13

it chooses in another area or district.” Instead, the district
court found Section 104(c)(3) ambiguous and held that the
lodge proposal was well within any reasonable interpretation
permitted by the statute.

    The district court also held that, whether Section 110(f) of
the NHPA imposes procedural or substantive obligations on
agencies, it could not “see what else the Trust could have
done besides not build the hotel at all.” Finally, the district
court concluded that the Trust complied with NEPA and was
not required to re-circulate its Final Supplemental
Environmental Impact Statement for public comment after
making relatively modest changes to the lodge proposal.

    On appeal, the Associations raise claims only under the
Presidio Trust Act and the NHPA—not NEPA—and have
framed the questions on appeal as limited to the lodge
construction.5 The district court had jurisdiction to review the
Update as a final agency action under 28 U.S.C. § 1331 and
5 U.S.C. § 706(2), and we have jurisdiction under 28 U.S.C.
§ 1291. We review de novo the district court’s decision on
the motion for summary judgment. Turtle Island Restoration
Network v. NMFS, 340 F.3d 969, 973 (9th Cir. 2003).




 5
    The key issue on appeal is posed as follows: “Does the Presidio Trust’s
2010 management plan violate Section 104(c)(3) of the Presidio Trust Act
. . . by authorizing approximately 70,000 square feet of new construction
on existing open space in the Main Post?” The second issue under the
NHPA is likewise framed around the legality of the “plan to construct a
new commercial hotel on the Main Post.”
14    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

                         ANALYSIS

I. THE PRESIDIO TRUST ACT

    At the center of the dispute over the lodge proposal is
interpretation of Section 104(c) of the Presidio Trust Act.
This section requires the Trust to “develop a comprehensive
program for management of those lands and facilities within
the Presidio which are transferred to the administrative
jurisdiction of the Trust. . . . Such program shall consist of—

           (1) demolition of structures which in the
       opinion of the Trust, cannot be cost-
       effectively rehabilitated, and which are
       identified in the management plan for
       demolition,

       ...

           (3) new construction limited to
       replacement of existing structures of similar
       size in existing areas of development . . .”

PTA § 104(c).

    The Trust reads Section 104(c)(3) to permit new
construction in any existing area of development so long as
the new construction is offset by demolition in any existing
area of development throughout the park—i.e., the banking
interpretation. In the course of litigation, the Trust also
advanced a narrower interpretation of the statute that would
permit new construction so long as it is offset by demolition
in the same existing area of development—i.e., what the
Associations term the “banking lite” interpretation. The
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST              15

Associations take the position that Section 104(c)(3) limits
new construction to replacement of demolished structures
with “buildings of roughly the same size in roughly the same
place”—essentially a building-by-building, or one-up, one-
down, approach.

    We reject the Trust’s broader banking theory, but agree
that the statute supports a variant of its narrower
interpretation. The buildings scheduled for demolition within
the same Main Post planning district (94,000 square feet)
offset the lodge’s 70,000 square feet of new construction
within close proximity to the demolished structures. We
therefore hold that the lodge proposal qualifies as a
“replacement of existing structures of similar size in [an]
existing area[] of development.” PTA § 104(c)(3). Because
the lodge is the only new construction at issue in this appeal,
we need not concern ourselves with the calculations related
to the remaining demolition and new construction contained
within the Update. Nor do we explore the outer limits of
what is permissible under the statute.

     Our reasoning rests on the familiar Chevron analysis
because the Trust is a government entity with statutory
authority to make binding policy regarding Area B of the
Presidio. Chevron, U.S.A., Inc. v. Nat. Res. Def. Council,
Inc., 467 U.S. 837, 842–43 (1984); High Sierra Hikers Ass’n
v. Blackwell, 390 F.3d 630, 648 (9th Cir. 2004) (treating the
precedential value of an agency’s statutory authority as
determinative of whether Chevron applies). Under Chevron,
we look first to the text of the statute to determine whether
“Congress has directly spoken to the precise question at
issue.” Chevron, 467 U.S. at 842. “If the intent of Congress
is clear, that is the end of the matter; for the court, as well as
the agency, must give effect to the unambiguously expressed
16    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

intent of Congress.” Id. at 842–43. If the intent of Congress
is not clear, then we consider whether the Trust’s
interpretation is “based on a permissible construction of the
statute.” Id. at 843.

    In reaching their preferred, albeit divergent, readings of
“replacement of existing structures of similar size,” both sides
start with the proposition that the statute is unambiguous. Yet
the seemingly simple statute raises more questions than it
answers and we conclude that it is ambiguous with respect to
the scope of the Trust’s authority to undertake new
construction. A dizzying array of square footage figures
offered by the parties hints at deep underlying ambiguity, and
nothing in the plain text of the statute—the common
denominator for the purposes of our analysis—adds any
clarity. See United States v. Ermoian, 752 F.3d 1165, 1168
(9th Cir. 2013) (“We begin, as any effort to interpret a statute
must, with the text.”).

    We first consider the Associations’ position that the
statute unambiguously mandates a rough one-up, one-down
principle. This argument fails on a plain language reading of
the statute.

    The Associations largely assume that the word size refers
to square footage, but we note that size might also refer to a
building’s volume, height, footprint, scale, massing, or some
combination of factors that are simply not delineated by the
statute and thus inevitably require interpretation and
judgment calls on the part of both the Trust and this court.
Additionally, the term similar, particularly as part of the
phrase “similar size,” itself evokes a qualitative judgment,
which is anathema to the notion of clarity at Chevron step
one.
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST             17

    The purported plain meaning of the word replacement
does not fare any better. To be sure, the contours of its
accepted meaning limit the realm of possibilities, requiring
that there be a plausible connection between the replacement
and its predecessor. See Oxford English Dictionary (3d ed.
2009) (defining replace as “to provide a substitute for” or
“put an equivalent in place of”). But whatever inherent
limiting effect the word replacement might impart, the
narrow meaning is lost when the word is read in context. The
statute refers to replacement of “existing structures” rather
than an “existing structure.” PTA § 104(c)(3). Thus, this
language does not preclude a building or groups of buildings
from replacing other groups of buildings, making it
increasingly difficult to be sure what must be compared for
similarity, let alone how to compare it.

     The ambiguity of this phrase stands out in contrast with
the Golden Gate Act, which employed similar, but far clearer,
language limiting new construction. See 16 U.S.C. § 460bb-
2(i) (prohibiting new construction generally but allowing
“[a]ny . . . structure which is demolished” to be “replaced
with an improvement of similar size” (emphasis added)).
Had Congress intended the Trust Act to maintain the same
strictures that governed new construction in the Presidio
under the Golden Gate Act, it presumably would have kept
the singular form, which better supports a one-up, one-down
principle. Schwenk v. Hartford, 204 F.3d 1187, 1201 n.12
(9th Cir. 2000) (“Where limiting language present in earlier
statutes is not included in later legislation, it can be presumed
that the omission was intentional.”).

      The Associations acknowledge that the phrase
“replacement of existing structures of similar size” does not
bind the Trust to put new construction in exactly the same
18    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

place and make it exactly the same in appearance or even
footprint as the prior structures. They assert only that the
Trust must put new construction “roughly” in the same
location as the demolished building and make it “roughly” the
same size. The Associations further acknowledge that it
might be possible under their interpretation to remove several
buildings and replace them with one new building of similar
aggregate size. This common-sense concession certainly
embraces one plausible reading of the statute, but one can
posit both narrower and more expansive definitions of the
provision’s operative terms, which are inherently abstract and
imprecise. The specificity that Chevron step one demands is
simply lacking here.

     The statute also states that the new construction may only
replace existing structures in “existing areas of
development.” PTA § 104(c)(3) (emphasis added). The
reference to “existing areas” would be rendered superfluous
if the provision required the Trust to proceed on a building-
by-building basis, since the building being replaced would
necessarily have been in an existing area of development.
See Marx v. Gen. Revenue Corp., 133 S. Ct. 1166, 1177–78
(2013) (noting that a statutory interpretation that renders
other statutory language superfluous is generally disfavored,
particularly if there is another interpretation that gives effect
to every clause and word of a statute). Reading the phrase
“replacement of existing structures of similar size” in light of
the phrase “existing areas of development” compounds the
ambiguity of PTA § 104(c)(3). In sum, we are unconvinced
by the Associations’ reading of the statute.

    Nor are we persuaded that the Trust’s banking
interpretation passes the test at Chevron step one. The claim
that the statute unambiguously mandates this interpretation is
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST           19

in considerable tension with the plain text of the statute. Put
literally, the Trust’s reading would have the statute say that
the Trust can undertake new construction to “replicate square
footage (in the aggregate) from buildings demolished in any
area of the park where there is development.” This expansive
formulation essentially reads out plausible, common-sense
meanings of the words replacement and similar size.

     At Chevron step one, we determine whether Congress has
spoken to the “precise question at issue.” Chevron, 467 U.S.
at 842. The answer here is no. The statute is unclear.
Notably, neither side presents a compelling argument for any
definitive, unambiguous definition of what is required of the
Trust. In the end, the most that can be said of the statute is
that it grants some unspecified discretion to the Trust to
undertake new construction projects within certain obscure
strictures.

    In the face of an ambiguous statute, under the second step
of the Chevron analysis, we defer to the Trust’s interpretation
so long as it is “based on a permissible construction of the
statute.” Chevron, 467 U.S. at 843. We hold that the Trust’s
expansive banking interpretation is impermissible because it
is “manifestly contrary to the statute.” Household Credit
Servs., Inc. v. Pfennig, 541 U.S. 232, 239 (2004) (citation
omitted).

    While the new construction authority granted by the
Presidio Trust Act is indeed capacious, there are nevertheless
limits to what the Trust can read into the Act’s delegation of
authority. Util. Air Regulatory Grp. v. E.P.A., 134 S. Ct.
2427, 2442–43 (2014) (“Even under Chevron’s deferential
framework, agencies must operate ‘within the bounds of
reasonable interpretation.’” (quoting City of Arlington v.
20     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

F.C.C., 133 S. Ct. 1863, 1868 (2013)). The key infirmity of
the banking interpretation is that it imposes no discernible
limits on the Trust’s development authority across the
Presidio, and thus would lead to an “enormous and
transformative expansion” of the Trust’s “regulatory
authority without clear congressional authorization.” Id. at
2444. For example, nothing in the banking approach would
prevent the Trust from demolishing all of the buildings in the
Main Post district in order to offset the construction of a high-
rise condominium complex across the Presidio in the heart of
the relatively undeveloped South Hills area.6 Although the
Trust points to the requirement that the new construction be
in “existing areas of development” to disclaim any power to
use the banking approach to undertake such a project, the
“existing areas of development” language has no limiting
effect where it is statutorily undefined and virtually every
area of the Presidio (and certainly every planning district)
contains at least some development. Even if the banking
theory contained discernible limits, efforts to balance the
“ledger” over time and space, while the Trust juggles multiple
development projects over multiple years, would be a
nightmare in practice. Taken at face value, the Trust’s theory
would render the entire Area B of the Presidio subject to
unspecified development under the Trust Act, so long as
square footage from somewhere (or multiple somewheres)
was replaced with square footage anywhere else in the
Presidio.



  6
    The Trust argues that in all likelihood it would be prevented from
undertaking such construction by other applicable statutes, such as NEPA,
the NHPA, and the Golden Gate Act. Yet we are required to construe the
Trust Act on its own terms, not in reference to or as part of a constellation
of other independent statutory obligations.
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST            21

    That the banking interpretation would permit unlimited
authority puts it at odds with a major purpose of the Trust
Act—i.e., to implement “sound principles of land use
planning” and “protect[] the Presidio from development and
uses which would destroy the scenic beauty and historic and
natural character of the area and cultural and recreational
resources[.]” PTA § 101(5). That is reason enough to
conclude that the banking interpretation is impermissible.
See Chem. Mfrs. Ass’n v. E.P.A., 217 F.3d 861, 867 (D.C. Cir.
2000) (holding EPA’s interpretation of an ambiguous
statutory provision unreasonable where it was inconsistent
with the Clean Air Act’s purpose).

    Ultimately, any reasoned interpretation of the statute must
account for the diversity of the Presidio’s landscape, the
vastly different levels of development in different areas of the
park, and the historic nature of the park. For instance, the
South Hills planning district is a largely undeveloped natural
area, albeit with some small buildings, while the Main Post
and Letterman planning districts are relatively urban. The
Trust adopted the planning districts in recognition of the
reality that these districts had different “historical uses” and
features. If nothing else, Section 104(c)(3) was designed to
prohibit the wholesale re-purposing of remote corners of the
Presidio that currently feature vastly different characteristics
and disparate levels of development. Yet the banking
interpretation permits just that—the Trust offers no effective
limiting interpretation that would account for the Trust’s duty
to preserve the existing architectural and natural diversity of
the Presidio. The Trust’s banking interpretation cannot pass
muster because it “entirely fail[s] to consider an important
aspect of the problem” at hand. Michigan v. E.P.A., 135 S.
Ct. 2699, 2707 (2015) (quoting Motor Vehicle Mfrs. Ass’n of
22    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

United States, Inc. v. State Farm Mut. Auto. Ins. Co.,
463 U.S. 29, 43 (1983)).

    In the face of its unsuccessful efforts to persuade the
district court to embrace a broad reading of the statute, on
appeal, the Trust advanced a new, narrower interpretation of
Section 104(c)(3). The Trust asks us to read the statute to
permit construction of new buildings where their aggregate
square footage is offset by demolition within the same
existing area of development. We understand the Trust’s
alternative theory as asserting authority to offset new
construction with demolition in some physical proximity of
the new construction, regardless of the boundaries of the
planning districts. Under this “banking lite” theory, the Trust
argues that the lodge proposal—and, indeed, the Update’s
new construction plans as a whole—are “more than offset[]”
by the demolition in the immediately adjacent areas of
development, including the demolition in the Main Post
Update plus demolition of the nearby Buildings 605, 606, and
1158 in the Crissy Field and Letterman planning districts.
The Trust views the three buildings outside the Main Post
planning district as “still within the larger ‘existing area of
development’ that includes the Main Post.”

    The Record of Decision, which adopted the Update, is
predicated on the Trust’s banking interpretation. In contrast,
the new “banking lite” theory—advanced for the first time on
appeal in response to the district court’s rejection of the
Trust’s effort to invoke Chevron—is nothing more than a
convenient litigating position. “Congress has delegated to the
administrative official and not to appellate counsel the
responsibility for elaborating and enforcing statutory
commands.” Bowen v. Georgetown Univ. Hosp., 488 U.S.
204, 212 (1988) (citation omitted). The “banking lite”
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                   23

interpretation is not the product of any considered
development, nor has the Trust’s theory been consistent
throughout the administrative process. Because of the way it
came about and its potentially broad reach, we decline to give
the litigating position any special deference under Skidmore.
Skidmore v. Swift & Co., 323 U.S. 134, 140 (1944) (“The
weight of [an agency interpretation] will depend upon the
thoroughness evident in its consideration, the validity of its
reasoning, its consistency with earlier and later
pronouncements, and all of those factors which give it power
to persuade, if lacking power to control.”).7

    The ultimate question is whether the lodge proposal falls
within the statutory mandate that new construction projects
are limited to “replacement of existing structures of similar
size in existing areas of development . . . .” PTA § 104(c)(3).
See also 5 U.S.C. § 706(2). We conclude that it does. The
new lodge construction is projected for 70,000 square feet,
while the physically proximate planned demolition within the
Main Post planning district alone amounts to over 90,000
square feet.8

  7
     Our approach to Skidmore deference vis-a-vis an agency’s litigating
position has varied depending on the factual circumstances. Compare
Alaska v. Fed. Subsistence Bd., 544 F.3d 1089, 1095 (9th Cir. 2008)
(affording no deference to the government’s litigating position) with
Andersen v. DHL Ret. Pension Plan, 766 F.3d 1205, 1212 (9th Cir. 2014)
(affording Skidmore deference to the government’s litigating position);
Price v. Stevedoring Serv. of Am., Inc., 697 F.3d 820, 829–32 (9th Cir.
2012) (en banc) (affording Skidmore deference to the government’s
litigating position).
  8
    The Trust left open the question of whether it will follow through in
demolishing Buildings 40 and 41, which are located in the Main Post
planning district and were counted in its 94,000 square feet demolition
calculation. Even without these two buildings, which total 16,514 square
24     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

    As already explained, the term “replacement” is not
confined to a one-for-one demolition/new construction
meaning. Instead, replacement can include, collectively,
construction of more than one structure offset by demolition
of more than one structure, thus giving meaning to the plural
language of “existing structures.” PTA § 104(c)(3)
(emphasis added). Further, treating the “similar size”
restriction as encompassing at least a comparison of the
square footage of the relevant demolished buildings, without
necessarily cabining its meaning to that unit of analysis, ties
the statutory requirements together in a manner consistent
with the statute’s language and purpose. Id. Finally, the
phrase “existing areas of development” should be limited to
development in areas physically proximate to the location of
the building being replaced.9 Id. This interpretation
harmonizes all of the elements of the statute. See Boise
Cascade Corp. v. E.P.A., 942 F.2d 1427, 1432 (9th Cir. 1991)
(“Under accepted canons of statutory interpretation, we must
interpret statutes as a whole . . . .”).


feet, the rest of the planned demolition in the Main Post planning district
would still exceed the 70,000 square feet of new lodge construction.
  9
     Unlike the more sweeping banking theory, this interpretation also
imposes some foreseeable limits on the Trust’s new construction authority
that are more in keeping with the purposes of the Presidio Trust Act. The
Trust could not, for instance, undertake isolated new construction in a
remote corner of the park, because it would need to establish physical
proximity to an existing area of development in which the purported
“replacement” was located. This interpretation further reinforces the
purposes of the Presidio Trust Act by allowing the Trust to draw new
construction authority from physically proximate parcels that are already
likely similar in character. It therefore prevents the Trust from
fundamentally re-purposing certain areas of the part in one fell swoop, and
generally preserves the architectural, historic and natural diversity of the
Presidio as a whole.
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST            25

    We conclude that the Trust’s Update with respect to the
proposed lodge and the offsetting demolition in the Main Post
area is consistent with Section 104(c)(3). Without doubt, the
proposed lodge is physically proximate to the other Main Post
demolition sites. Each of the buildings being “replace[d]” is
within several hundred yards of the proposed lodge and falls
within a similarly developed area of the Presidio. It does not
matter that there may be more structures than before: the new
buildings still replace the other buildings within the Main
Post planning district. To be sure, there remains some leeway
as to how far the statute extends, especially with respect to
the requirement of physical proximity. But we need not
delineate the outer limits of that extension nor consider
whether proximity is defined by the boundaries of the
planning districts. Although the Trust reached across district
lines to justify proposed construction in addition to the lodge,
that expanded construction effort is not before us. Thus, we
do not reach the question of whether Buildings 605, 606, and
1158 (encompassing 54,071 square feet), which are within
two different, but adjacent, planning districts, legitimately
could be counted to offset other planned construction in the
Main Post. All we decide here is that the lodge construction
and demolition taking place within the Main Post satisfy the
replacement, size, and proximity limitations of Section
104(c)(3).

II. THE NATIONAL HISTORIC PRESERVATION ACT

     Because the Presidio is a National Historic Landmark
District, any project that alters the Presidio’s structures is
subject to the provisions of the NHPA. 54 U.S.C.A.
§ 306101. The NHPA imposes two sets of obligations on
federal agencies, depending on the features of the historic site
at issue.
26    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

     To begin, Section 106 requires an agency undertaking a
project expected to adversely affect a public or private site
listed on the National Register of Historic Places to “take into
account the effect of the undertaking on any historic
property.” 54 U.S.C.A. § 306108. Congress created the
Advisory Council on Historic Preservation (“Advisory
Council”) to aid in the implementation of this task and to
“recommend measures to coordinate activities of Federal,
State, and local agencies and private institutions and
individuals relating to historic preservation[.]”            Id.
§ 304102(a)(1). The Advisory Council has promulgated
extensive regulations governing Section 106 consultation.
See 36 C.F.R. §§ 800 et seq. These regulations require the
undertaking agency to consult with other parties regarding
whether the project poses any identifiable adverse effects, id.
§ 800.5, and to “seek ways to avoid, minimize or mitigate the
adverse effects,” id. § 800.6(b)(1)(i).

    A second requirement is that projects affecting
government-owned sites and National Historic Landmarks,
such as the Presidio, trigger the additional statutory
requirements of Section 110, which was added to the statute
in 1980. Pub. L. No. 96-515, 94 Stat. 2987 (1980) (codified
as amended at 54 U.S.C.A. § 306101 et seq.). Section 110
sought to “clarif[y] and codif[y] the minimum responsibilities
expected of federal agencies in carrying out the purposes of
the [NHPA][.]” H.R. Rep. No. 96-1457, at 36 (1980). For
instance, agencies must seek to use historic properties
available to them before embarking on construction or
acquisition, 54 U.S.C.A. § 306101(a)(2), and must develop a
preservation program for federally-owned properties, id.
§ 306102. National Historic Landmarks are subject to the
specific requirements of Section 110(f), which reads, in
relevant part: “Prior to the approval of any Federal
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                     27

undertaking that may directly and adversely affect any
National Historic Landmark, the head of the responsible
Federal agency shall to the maximum extent possible
undertake such planning and actions as may be necessary to
minimize harm to the landmark.” Id. § 306107.

    In discharging its obligations under the NHPA, the Trust
engaged in extensive Section 106 consultation with multiple
parties, including state historical preservation officers, the
Advisory Council, and the public. Ultimately, the Trust
adopted recommendations made by the Park Service and
interested entities to address and mitigate any adverse effects
of the lodge. The Advisory Council and other consulting
parties signed a memorandum of agreement confirming
compliance with the required planning processes. See
36 C.F.R. § 800.6(c).

    In light of the extensive compliance efforts under Section
106, the Associations, not surprisingly, do not challenge that
aspect of the Trust’s planning. However, they argue that the
Trust failed to comply with the additional requirements of
Section 110(f). According to the Associations, the Section
110(f) language relating to a) “minimiz[ing] harm to the
landmark” and b) “to the maximum extent possible,” imposes
a heightened substantive standard against which the Trust’s
final decision must be judged.10 We disagree.


 10
    Section 110(f) goes on to say that the responsible agency “shall afford
the [Advisory] Council a reasonable opportunity to comment with regard
to the undertaking.” 54 U.S.C.A. § 306107. The Associations do not
assert that this portion of Section 110(f) is substantive, and the Advisory
Council’s affirmation in the memorandum of agreement that the Trust had
afforded it an “opportunity to comment on the Undertaking” is in any
event sufficient to satisfy this obligation.
28    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

     Our court has consistently held that “the NHPA, like
NEPA, is a procedural statute requiring government agencies
to ‘stop, look, and listen’ before proceeding” when their
action will affect national historical assets. Te-Moak Tribe of
W. Shoshone of Nev. v. U.S. Dep’t of Interior, 608 F.3d 592,
607, 610 (9th Cir. 2010) (quoting Muckleshoot Indian Tribe
v. U.S. Forest Serv., 177 F.3d 800, 805 (9th Cir. 1999)); see
also Lee v. Thornburgh, 877 F.2d 1053, 1056 (D.C. Cir.
1989) (“Our review of the statutory text [of the NHPA]
persuades us that Congress intended these provisions to have
a limited reach; they are aimed solely at discouraging federal
agencies from ignoring preservation values in projects they
initiate, approve funds for or otherwise control.”). Although
these cases do not reference Section 110(f) specifically, they
do post-date adoption of the section.

     Section 110(f) cannot be read in a vacuum. It builds on
the general consultation process set out in Section 106, which
the Associations acknowledge is a procedural “stop, look, and
listen” requirement, but sets out a heightened procedural
standard for National Historic Landmarks, calling for
“planning and actions as may be necessary to minimize harm
to the landmark.” 54 U.S.C.A. § 306107. The obligation
referred to is the requirement to “undertake such planning and
actions,” and to do so to the “maximum extent possible.” Id.

    Congress often requires agencies to consider a variety of
alternatives on the theory that such consideration makes it
more likely substantive results will follow. See Joseph L.
Sax, The (Unhappy) Truth About NEPA, 26 Okla. L. Rev.
239, 240 (1973) (“NEPA’s obvious, if unstated, assumption
was that by requiring the agencies to explore, consider, and
publicly describe the adverse environmental effects of their
programs, those programs would undergo revision in favor of
       PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST                     29

less environmentally damaging activities.”). Thus, Congress
may mix substantive language with purely procedural
constraints. Such is the case here: the directive “minimizing
harm to the landmark” to the “maximum extent possible”
reflects what Congress apparently hoped would result from
heightened analysis.

    The only other circuit to confront the issue is in accord
that Section 110(f) is not a substantive mandate. In
addressing Section 4(f) of the Department of Transportation
Act, 49 U.S.C. § 303(c), the First Circuit held that “Section
4(f), unlike sections 106 and 110(f) [of the NHPA], imposes
a substantive mandate.” Neighborhood Ass’n of the Back
Bay, Inc. v. Fed. Transit. Admin., 463 F.3d 50, 64 (1st Cir.
2006).11

    The legislative history confirms that Congress intended to
impose only a “higher standard for agency planning in
relationship to landmarks before the agency brings the matter
to the council.” H.R. Rep. No. 96-1457, at 38 (1980)
(emphasis added). Indeed, the legislative committee noted
that, “[a]lthough [it] deleted a mandatory requirement that an
agency first determine that ‘no prudent and feasible
alternative to such undertaking exists,’ [it] [did] intend for
agencies to consider prudent and feasible alternatives.” Id.
(emphasis added). As with NEPA, it would be difficult to
interpret this history as suggesting anything other than an

  11
     The Fifth Circuit has also held generally that NHPA is a procedural
statute. See Coliseum Square Ass’n, Inc. v. Jackson, 465 F.3d 215, 225
(5th Cir. 2006). Although it went on to note that Section 110(f) “imposes
an affirmative duty on federal agencies to minimize harm to National
Historic Landmarks where it finds that a project will adversely affect such
landmarks,” the court did not reach that specific question because there
was no adverse effect. Id. at 243–44.
30    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

intent to require agencies to canvass their options with a keen
eye.

     We are not persuaded by the argument of amicus curiae
National Trust for Historic Preservation that Congress clearly
intended to model Section 110(f) on another statute that the
courts have interpreted as substantive—Section 4(f) of the
Department of Transportation Act. 49 U.S.C. § 303(c).
Notably, Section 4(f), while including nearly identical
language about minimizing harm, also includes a very
important qualifier not present in the NHPA, namely that
historic sites may be approved “only if . . . there is no prudent
and feasible alternative to using that land[.]” 49 U.S.C.
§ 303(c) (emphasis added). The First Circuit recognized this
critical difference in declaring Section 4(f) to be a substantive
mandate, in contrast to Section 110(f). Neighborhood Ass’n,
463 F.3d at 64. If anything, Congress’s decision to strip the
mandatory language about exhausting prudent and feasible
alternatives from the bill that eventually became Section
110(f), see H.R. Rep. 96-1457, at 38, is evidence of
Congress’s intent to distinguish Section 110(f) from Section
4(f) of the transportation legislation. Schwenk, 204 F.3d at
1201 n.12.

     Although court decisions interpreting other, similar
statutes can be persuasive, our best guide to what this statute
means is the text. The legislative history of Section 110(f) is
icing on the cake. See City & Cnty. of S.F. v. U.S. Dep’t of
Transp., 796 F.3d 993, 998 (9th Cir. 2015) (noting that the
first source to examine is the “plain words of the statute” and
the last is “similar provisions within the statute as a whole
and the language of related or similar statutes” (citations
omitted)); Negusie v. Holder, 555 U.S. 511, 519–20 (2009)
(rejecting an analogy to a holding in a case interpreting
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST           31

another, similar statute where the language and design of the
statute in the case at hand were distinguishable).

    In holding that Section 110(f) does not impose a
substantive obligation, we do not mean that Congress failed
to heighten the procedural hurdles an agency must satisfy
with respect to projects affecting National Historic
Landmarks. The Trust cannot rest on the fact that, by all
indications, it complied with the letter of Section 106.
Something more was required under Section 110(f). The best
indication of what else was required can be found in the
legislative history, which says that the agency should at least
“consider prudent and feasible alternatives” to avoid adverse
effects. H.R. Rep. No. 96-1457, at 38; see also 63 Fed. Reg.
20,495, 20,503 (Apr. 24, 1998). This obligation stands on top
of the more general duty in the Section 106 consultation
process to “seek ways to avoid, minimize or mitigate . . .
adverse effects.” 36 C.F.R. § 800.6(b). In short, the Trust
was required to thoroughly consider—rather than simply
identify and catalog—prudent and feasible alternatives to its
proposed lodge design and in its planning process.

    We are satisfied that the Trust met this heightened
standard within the planning process. The original lodge
proposal changed dramatically over time, from a behemoth
building to a smaller, historically appropriate collection of
buildings. In its 2009 response to the Trust’s plans, the Park
Service recommended that the Trust “[r]educe the footprint,
scale, massing, and height of the proposed lodge; break up the
mass into separate buildings . . . or remove the lodge from the
Main Post.” In response, the Trust broke the lodge into
twelve separate buildings with spaces of ten to twenty feet
between them to preserve visual continuity between the Old
and Main Parade Grounds, reduced the total square footage
32     PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

from its earlier proposals, and adopted at least a partially
historically integrated design concept.

    The Trust also gave consideration to possible lodging in
the existing Montgomery Street Barracks buildings, but found
that the project was not feasible at the time. As late as 2010,
in the final stages of its deliberation, the Trust gave extensive
consideration to at least three lodging alternatives in its Final
Supplemental Environmental Impact Statement, none of
which included any new lodge construction.12 In the Trust’s
judgment, arrived at through extensive public engagement,
these no-lodge alternatives were insufficient for the purposes
of the Main Post Update. Altogether, the Trust’s thorough
consideration of lodging options in available existing
properties was sufficient to satisfy its obligation to “use, to
the maximum extent feasible, historic property available to
the agency[.]” 54 U.S.C.A. § 306101(a)(2); see also 63 Fed.
Reg. at 20,500 (“[An agency] has an affirmative
responsibility to seek and use historic properties to the
maximum extent feasible in carrying out its activities.”).
Nothing in the record suggests that the Trust “relied on
factors Congress did not intend it to consider, entirely failed
to consider an important aspect of the problem, or offered an
explanation that runs counter to the evidence before the
agency or is so implausible that it could not be ascribed to a
difference in view or the product of agency expertise.”
Cascadia Wildlands v. Bureau of Indian Affairs, 801 F.3d



  12
     These included: 1) “Lodging in Pershing Hall (Building 42) and
dormitory rooms for visitors in Buildings 40 and 41”; 2) “Lodging in
Pershing Hall and B&Bs in upper Funston Avenue Officers’ Quarters
(Buildings 11-16)”; and 3) “Residences in Pershing Hall and dormitory
rooms for visitors in Buildings 40 and 41.”
      PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST          33

1105, 1110 (9th Cir. 2015) (quoting Ecology Ctr. v.
Castaneda, 574 F.3d 652, 656 (9th Cir. 2009)).

    The Park Service and the Trust disagreed about whether
the goals of the Update could be accomplished without a new
lodge. The Park Service concluded that a “new lodge at the
Main Post is not the only means to ‘welcome visitors and
animate the Main Parade’” and that “there are other ways to
achieve this goal, such as through rehabilitation of existing
buildings at the Main Post, the establishment of a Visitor
Center, and programs.” Likewise, the Presidio Historical
Association stated that its problems with the Update stemmed
not from a lack of “hard work and creativity,” but from
problems “at the level of the concepts themselves.” But
under the terms of Section 110(f), the Trust was not obligated
to agree with the Park Service’s or the Presidio Historical
Association’s views—it had to give them full and reasoned
consideration, which it did. Indeed, the Trust “incorporate[d]
the majority of the recommendations outlined in the [Park
Service’s] report,” and offered reasoned explanations where
it deviated from the Park Service’s preferred result. The
Trust’s procedural undertakings surely meet the heightened
standard of care imposed by Section 110(f) to undertake “to
the maximum extent possible . . . such planning and actions
as may be necessary to minimize harm to the landmark.”
54 U.S.C.A. § 306107.

                       CONCLUSION

    Because the Trust complied with the Presidio Trust Act
and the NHPA, we affirm the district court’s grant of
summary judgment to the Trust with respect to the proposed
70,000 square feet of new lodge construction on the Main
34    PRESIDIO HISTORICAL ASS’N V. PRESIDIO TRUST

Post of the Presidio. We do not consider the Trust’s proposed
replacement construction other than the lodge.

     AFFIRMED.
