On Aug. 17, Select Board member Brian Giovanoni told his colleagues what Middleborough’s next water agreement with Carver ought to look like. Ten years at most. Bills sent to the Town of Carver, read off the master meter. About 30,000 gallons a day, and any increase would have to come back to Middleborough for a vote. Then, according to the minutes, he “recommended placing a placeholder article on the warrant.”

A placeholder is what Town Meeting got. Article 19 asked voters to let the Select Board sign water agreements with Carver and Bridgewater for longer than two years, on terms the board would settle later. No draft agreement was attached. On Monday night, Town Meeting turned it down.

The G.O.A.T. has spent three weeks on what the Carver arrangement has cost and what its billing record shows. This piece leaves the money for another day and asks a narrower question. Who on the Select Board was responsible for producing the paper, what qualified him to do it, and what does the public record show he did with the job?

The board’s water man

Giovanoni is no layman on this subject, and he doesn’t present himself as one. His LinkedIn profile lists him as “Brian Giovanoni, PE,” consulting in civil, water and sewer works, with more than 35 years in municipal engineering. It says he studied at Northeastern University.

The firm he works through is GIO Group, Inc., a Massachusetts for-profit corporation organized March 6, 2012, with its principal office in Middleborough, according to the Secretary of the Commonwealth’s corporate filings. On its company page, GIO Group says it specializes in “municipal water and civil works” across eastern Massachusetts, Rhode Island and eastern Connecticut. It lists design, review and advice on water and civil works, inspection services, subdivision review and bonding, and consulting for municipalities. The company page lists Giovanoni among its employees. The state filings do not name him as an officer.

Earlier in his career he worked at Amory Engineers. A 2007 state Central Register bid notice names him as that firm’s contact on a 1,400-foot water main the Hanson Board of Water Commissioners was putting out to bid.

He holds a professional engineer license in Connecticut: No. PEN.0026006, first issued March 10, 2011, and active through Jan. 31, 2027, according to that state’s license lookup. Engineering licenses are granted state by state. Massachusetts’ license database lists him as a certified engineer-in-training since August 1994, and it shows no Massachusetts professional engineer license in his name. The same database shows two current drinking-water certificates, issued April 2, 2010, both at the operator-in-training level: grade 2 treatment and grade 2 distribution.

None of that makes him less of an expert. A Connecticut PE is a full professional engineer’s license, and which state issued it governs whose plans he may stamp, not whether he can read a water contract. If anything, it raises the bar. When the Select Board sits as the town’s water and sewer commissioners, as it did on Sept. 2, Giovanoni is the commissioner who does this kind of work for a living. Chair Teresa Farley made him the board’s point person on the Carver and Bridgewater agreements. If anyone in Town Hall knows what belongs in a water supply agreement, it’s him.

Three months with the assignment

The minutes trace what he did with it.

Aug. 3. Farley reported that Bridgewater planned to ask for an intermunicipal agreement. She asked Giovanoni to work with Water Superintendent Mike Bumpus and town counsel “to prepare a potential IMA for consideration at the October Town Meeting,” according to the minutes. Giovanoni said he had already begun work on Carver, but that the dissolution of the North Carver Water District required a change in direction.

Aug. 17. Giovanoni reported that he had met with DPW Director Chris Peck, Bumpus, Town Engineer Mike Ohrenberger, Carver’s Select Board chair and town manager, and the operator of Carver’s system. Carver wanted a long-term deal, he said, and he recommended capping it at ten years. He reminded the board that any agreement longer than two years needs a Town Meeting vote, and then recommended the placeholder. He also said the Carver agreement might not be ready for the board to review until September.

Aug. 31. Bumpus told the board that the warrant article, then numbered 8, was a placeholder for the Carver agreement, and that Carver had hired KP Law to review the proposal, according to the minutes. Giovanoni asked for one clause. If Carver ever stopped taking Middleborough water, the town should not have to keep holding 30,000 gallons a day for it through the rest of the term.

Sept. 2. Sitting as water and sewer commissioners, the board voted unanimously to authorize KP Law attorney Gregg Corbo to represent Middleborough on the Carver agreement, even though the firm also represents Carver. Giovanoni made the motion and Vice Chair Tom White seconded it. Giovanoni noted that both towns had previously agreed to the shared representation, and he called the agreement “straightforward and cooperative,” with a single issue left open. The minutes record that Corbo “would provide a draft once authorized.”

Through Oct. 26, the most recent meeting with minutes posted, that is the last time the board discussed the Carver agreement as a document. It came up only once more. On Oct. 5, Interim Town Manager Bob Nunes told the board there had been problems finding the signed Carver agreement. The same night he reported that the renumbered warrant’s Article 19 now covered Bridgewater too. The minutes record no response to the missing agreement from Giovanoni or from any other member.

So the agreement was straightforward and cooperative in early September, and on Nov. 9 there was nothing for voters to read. The record doesn’t say what happened in between. It doesn’t say whether Corbo’s draft ever came back, whether it stalled on Carver’s side, or whether the board decided a blank authorization would do. Giovanoni recommended the placeholder, holds the engineering credentials and was handed the job, so he is the one who should answer those questions.

His number, and the invoices’

The figure at the center of Giovanoni’s proposal was 30,000 gallons a day. When a colleague asked on Aug. 17 how much water Carver gets from Middleborough each day, he said about 30,000. The old district had wanted 100,000, he said, but “the way it stands it will be 30,000,” and anything more would have to come back for a vote. Two weeks later he asked that Middleborough not be bound to hold 30,000 gallons a day in reserve if Carver ever walked away.

Middleborough’s own invoices put Carver above that line. The town’s 11 Carver invoices bill 33.5 million gallons for the stretch from Dec. 1, 2023, through September 2026, as The G.O.A.T. reported Nov. 7. Set aside the unbilled March 2024, and that works out to roughly 33,000 gallons a day, about 11 percent more than the number Giovanoni gave. The first quarter on file, December through February, is the low-demand season, and it ran about 26,000 a day. That means the remaining quarters averaged more than 33,000. For scale, the state’s 2014 review of the district recorded a single cranberry grower under contract to draw at least 28,000 gallons a day on its own.

The number Giovanoni put on the table is lower than what Carver has actually drawn, on average, for nearly three years. That is before the large Carver development he flagged in June. Either the agreement he described would send Carver back to the board almost at once, or the 30,000 figure was never meant to bind. A water engineer would know which, and a finished draft would have said so.

Eight signature lines, three signatures

This would matter less if the 2023 agreement had been signed cleanly. It wasn’t. As The G.O.A.T. reported Nov. 7, the Select Board voted on Oct. 30, 2023, to approve and sign its agreement with the North Carver Water District. Giovanoni made the motion, White seconded it, and the vote was unanimous. The board then had four members: Chair Mark Germain, Vice Chair Giovanoni, Neil Rosenthal and White.

Two versions survive. The October copy runs five pages, and its tracked changes were never accepted. The clause limiting Carver to emergency use still appears there as a pending edit. Germain, Rosenthal and White signed it, and Giovanoni’s line is blank. The December copy, dated Dec. 1, 2023, runs six pages with the changes accepted, and all four Middleborough lines on it are blank. North Carver commissioners Michael Palimeri and Eric Mueller signed both copies. As The G.O.A.T. pointed out Nov. 8, their signatures on the two appear to be a possible exact match. That is hard to square with two copies signed a month apart. The minutes show no recusal or disclosure by Giovanoni. If there was a reason he kept his name off both copies, the town’s records don’t say what it was.

That leaves four officials with something to explain. Giovanoni moved to approve and sign the agreement and then signed neither version. White signed a draft whose edits were still pending and never signed the finished version, the one with those edits accepted. Germain and Rosenthal did the same. Both have since left the board, but the agreement they voted for is the one Town Meeting extended last fall to Oct. 30, 2026, and they can still say why they stopped at the draft. White and Giovanoni are still on the board that has to write the agreement that replaces it.

The empty chair

The record also shows Giovanoni gone from the meetings where this work should have surfaced.

On June 8, the night he raised the Carver agreement’s Oct. 30 expiration, he left at 7:58 p.m. “due to a work obligation,” after telling the board he might have to leave early for work. He had an excused absence on Sept. 21, the night of a joint session with the Finance Committee at which Nunes delivered his first fiscal update and recommended moving the fall Town Meeting. On Oct. 19, during a joint session with the Finance Committee to go through the fall warrant, he “left the meeting at 8:15 for work.” A minute later, a Finance Committee member asked whether there would be a chance to put clarifying questions on the articles, and the committee left the joint session at 8:16. Giovanoni also missed the board’s May 26 meeting, and the minutes give no reason. And he was away from the Select Board’s table for large portions of the last two Town Meetings, including Monday’s.

Maybe it’s a coincidence. Twice the minutes give work as the reason, both times on a Monday night. Night work is real in his field, because utility and road crews often work after dark to keep traffic moving and inspectors go where the crews go. But Giovanoni hasn’t said what the work is. He sits as one of the town’s water commissioners, and his firm markets water-system and municipal consulting work across three states. He ought to be able to tell residents in one sentence what kind of engineering keeps pulling him away from the town’s water business. If any of it is for another town or public water system, he should say so on the record. That is what the state’s disclosure rules are for.

What KP Law should explain

Town counsel has been in the middle of this from the start. In February 2023, the North Carver Water District’s agenda carried a consent for KP Law to represent Carver, the district and Middleborough together “for the Drafting of Intermunicipal Agreement for Meter Pit.” That meter-pit agreement is the 2023 agreement with the blank Middleborough lines. On Sept. 2 of this year, Middleborough authorized the same firm to represent it on the new Carver agreement, after Carver had already engaged KP Law to review the proposal. The draft the board was told to expect never reached voters.

Here is what the law says, as far as the public record allows.

One firm for both towns is legal, with conditions. Under Rule 1.7 of the Massachusetts Rules of Professional Conduct, a lawyer may represent clients whose interests conflict only if he reasonably believes he can serve each of them competently and diligently, and each client gives informed consent, confirmed in writing. The rule’s commentary adds that a lawyer may not represent several parties to a negotiation whose interests are “fundamentally antagonistic.” Middleborough’s Sept. 2 vote is its consent on the record, but no written confirmation appears in any public file. KP Law should produce it. It should also explain how one firm advises both the seller and the buyer on the term, the volume and Giovanoni’s reserve-capacity clause, where whatever helps one town costs the other.

A deal longer than two years without Town Meeting is not legal. Under Chapter 14 of the Acts of 2012, any Middleborough agreement to sell water to another government “for a term of more than 2 years” requires a Town Meeting vote. After Monday, the board has no such vote. An agreement of two years or less is within the board’s own power, so a short bridge agreement needs no wait for spring.

Whether the 2023 agreement was ever properly executed is unsettled. The board voted to approve and sign it. One copy carries three of the four Middleborough signatures, with its edits still pending, and the other carries none. Town counsel advised in June 2025 that the agreement should be read as expiring after two years, which kept it under the Town Meeting threshold, and Town Meeting later extended it to Oct. 30, 2026. The public record holds no opinion from KP Law on which version governs, or on whether a partly signed copy binds the town. This piece can’t say whether that is legal. KP Law can, and it should say so in writing. With Oct. 30 past and Article 19 defeated, it should also say what agreement, if any, covers the water going to Carver today.

What comes next

Town Meeting didn’t vote against selling water to Carver. It voted against signing first and reading later. Giovanoni himself told the board in August that anything longer than two years needs Town Meeting.

The board will have to come back with something, and the obvious author is the member with the engineering license, the water commissioner’s seat and the assignment. If he publishes a finished draft well before spring Town Meeting, with the term, the volume, the exit terms and the reserve-capacity clause he asked for himself, and the board signs it, the forward-looking questions below are settled. The questions about 2023 are for him, White, Germain and Rosenthal to answer either way.

Barrella serves on the Middleborough Finance Committee and the Town Manager Search Committee. The views expressed here are his own and not those of either the Finance Committee or the Town Manager Search Committee. He opposed Article 19 in an op-ed in The G.O.A.T. and has argued that KP Law should not negotiate agreements in which it also represents the other town. He was the Finance Committee member who asked about clarifying questions at the Oct. 19 joint session.