Regional water shortages in Southern California and more stringent discharge standards that would be applied to the City of Redlands' Wastewater Treatment Facility, combined with a need for high quality cooling water at a nearby power plant, created an ideal cooperative scenario that resulted in construction of a new 6.6 mgd membrane bioreactor (MBR) facility. Fueled by the California's 2001 energy shortages, the Mountainview Power Company (MPC) became one of about 20 power companies working with the State of California, using streamlined permitting processes, to provide much needed electrical energy in Southern California. Three miles away, the City of Redlands faced a reduction in the allowable total inorganic nitrogen (TIN) concentration in the discharge from its plant. The requirement would reduce the TIN from 23 mg/L to a 12-month moving average of 10 mg/L. The existing wastewater treatment facility did not have sufficient aeration basin capacity to handle an increase in TIN removal to meet the new discharge requirements. Constructing some new aeration capacity was required. By splitting the existing aeration basins in half, and converting one side to operate as an MBR, while leaving the other half to operate in a conventional mode, the plant capacity of 9.5 mgd could be obtained at the new discharge limit. The higher quality MBR product water could be provided to the power plant as cooling water, thereby meeting its major water demand. Four bids were received for the $19 million project. The twenty-month construction period began in March 2003 and the MBR facility was completed in May 2004, when commissioning began. Construction went smoothly and the overall project was completed three months ahead of schedule. It is believed that one of the main reasons that the construction phase went smoothly was because of a workshop meeting held early on in the project. This meeting was held with the contractor, the software systems integrator and the integration engineers from the membrane supplier. The meeting allowed many issues to be sorted out early in the project, thereby eliminating potential conflicts and delays that could have resulted later. Key areas of the commissioning and start-up are the transition from manual operation to automatic operation, the transition from clean water operation to operation on mixed liquor, and then the final transition from operation by the membrane supplier to operation by the City Includes figures.