Louisville and Jefferson County Metropolitan Sewer District (MSD) needed a comprehensive long term biosolids solution at its Morris Forman Water Quality Treatment Center (MFWQTC) to improve robustness of solids treatment, reduce the final mass for disposal, and improve biosolids quality. The MFWQTC is a 120 MGD (dry weather) capacity secondary wastewater treatment plant currently using dryers for production of Class A biosolids. The MFWQTC facility also provides primary treatment and disinfection to a portion of combined sewer overflows during wet weather (depending on available storage) and receives dewatered biosolids from MSD’s four (4) regional WQTCs. While changes are being made at some of the other facilities, there will still be a need to provide redundancy for receiving sludge. The plant is Kentucky’s largest water quality treatment center and began operating in 1958. The Biosolids Processing Solution (BPS) project is dedicated to increasing the current solids handling capacity by treating both indigenous and imported biosolids using thermal hydrolysis pretreatment (THP). Major new facilities and revision of existing solids handling systems are required in sequence to permit continuous operation of the MFWQTC over the construction period. In addition to developing the design around existing infrastructure, there needed to be consideration of space limitations and other active construction activity impacting construction sequencing. A progressive design build delivery method was selected that supports needed collaboration and results in a reduced construction period of five years. This presentation will discuss the changes to the existing infrastructure such as the centrifuges, digesters, conveyors, sludge tanks, odor control and buildings to incorporate the new technology. We will discuss the sequencing and design considerations needed to keep the plant running during the construction steps and the need to commission equipment in an interim state. The presentation will provide specific examples of where it was possible to take existing infrastructure which had been designed, built and operated for one purpose and to repurpose it for a new modified purpose. The presentation will show how in addition to following best practice for sustainability these solutions also created benefits for MSD in terms of reduced capital cost, less impact during construction and improved operation for the facility. The project is building more than $250M (supported through a WIFIA loan) of new infrastructure on a 2 acre site beside, on top of and below operating equipment and will be able to share practical examples and visuals from construction as the ideas identified during design and pre-construction have been put into place in a very exciting construction period!