This paper discusses how a public agency competed against private companies to operate another public agency's facilities. The City of Wilsonville, Oregon, and Tualatin Valley Water District had contracted to construct a new water treatment plant on the Willamette River. These partners issued a formal request for proposals and Clackamas River Water (CRW) responded. The reasons why CRW was interested in capturing the contract are discussed along with key strategies used by CRW to compete for the project. The proposal preparation process is described; however, CRW came in second and did not win the contract. They did manage to finish ahead of an international firm in the bidding process and the utility felt it had greatly benefited from the experience because the competition fostered creativity, energy, and teamwork. Seven areas of organizational growth are discussed.