Thе appellants who were plaintiffs before the Superior Court of Maricopa County in a comрlaint for a declaratory judgment and injunctive relief appeal the action of that court in granting dеfendants’ motion to dismiss.
The plaintiffs are four dealers in motor graders who protest the call by the Board of Supervisors of Maricopa County for bids for six new motor graders. The defendants are the Board of Supervisors and the successful bidder, Empire Machinery Company, whose request to intervene was granted by the Supеrior Court.
Essentially, the call for bids requires three things: (1) a sale price, (2) a guarantee that the cost of rеpairs during the first five thousand hours or four years will not exceed a specified amount, and (3) that the successful bidder will repurchase the motor grader at a specified price at the end of five thousand hours оr four years.
The Board of Supervisors then used a formula to determine the lowest bidder. First, the sale pricе was used. To that price was added the amount which was guaranteed to be maximum amount of cost of rеpairs to the county. Finally, from the combination was subtracted the guaranteed repurchase price. The lowest responsible bid was then selected.
The facts were stipulated so the court below ruled only on questions of law. Several questions were presented. Since the answer to one of them must dispоse of this appeal, we deal only with the question of whether the county can sell public property by other methods than under the provisions of A.R.S. § 11-251.
Ҥ 11-251. Powers of board
“The board of supervisors, under such limitations and restrictions as arе prescribed by law, may:
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“9. Sell at public auction at the courthouse door, after thirty days previous notiсe given by publication in a newspaper of the county, and convey to the highest bidder, for cash or contract of purchase extending not more than five years from date of sale and upon such terms and conditions and for such consideration at the board shall prescribe, any property belonging to thе county which the board deems advantageous for the county to sell, or which the board deems unnecessary for use by the county, * * »
The defendants contend that auction is not the only method of sale. They cite A.R.S. § 11-201:
“Powers of county
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“4. Mаke such orders for the disposition or use of its property as the interests of the inhabitants of the county rеquire.”
*558 From this general power defendants would imply the power of private sale whenever the Board of Supervisors in their discretion felt such a sale to be in the interests of the inhabitants.
We disagree. A.R.S. § 11-201 is a genеral statement of corporate powers. Like any broad statement of power, it is an outline fоr thé more specific statements which are latér made. Each of the five subsections of A.R.S. § 11-201 are amplifiеd for .clarity by other, sections later in'Chapter 2 of Title 11 and are thereby limited. It is a basic rulé of statutory construction that a specific statute limits a general statute on the same subject. Moeur v. Chiricahua Ranсhes Co.,
.In Hartford Accident Etc. Co. v. Wainscott,
“* * * , We'are of. the opinión it was rathеr meant 'to' give 'discretion in the manner of use of .the property of the county so long-as that use was within thе specific powers otherwise granted.”
Wbat is true of use of county property is also true of salеs of county property.
Utah has quite similar statutes. § 17-4-3, UTAH CODE 1953 is limited by § 17-5-48, UTAPI CODE. 1953 by the construction in Adney v. State Road Commission of Utah,
Were we to hold that a power which could be implied from A.R.S. § 11-201 could be exercised by the Board of Supervisors without regard to other stаtutes on the same subject, the result would be to reduce most of Chapter 2 of Title 11 to mere tautology. We hold that A.R.S. § 11-251(9) is mandatory. There are no alternative methods of sale.
Having decided this, wc must now determine if the contract in the call for bids is invalid because of the repurchase section. Included in the call for bids are “Special- Conditions.” These conditions detail the duties of the successful bidder and the county for thе repair, maintenance, and repurchase of the motor graders.
The provisions of the “Speсial Conditions” conflict in several places with the duty of the county to sell according to A. R.S. § 11-251(9). Under Section 3 of those conditions, the county may require the successful bidder to repurchase at the guaranteed price either at the end of the guarantee period or earlier, according to a formula set out. The bidder on his own may request repurchase. If the county elects to keep the equipment, thеn the bidder is released from his maintenance guaranty. The repurchase price based on these tеrms is an integral part of the formula determining the lowest bid. When an invalid portion of a contract is so entwinеd with the other provisions that they may not be separated without distorting the whole contract, then the wholе contract must fall. Sylvan Sanders Co. v. Scurry County, Tex.Civ.App.,
The liability for cost of repairs above the maximum guaranteed amount is part of several of the clauses on repurchase. It would be impossible to eliminate the repurchase agreement without changing the rights of the parties for cost of repair. The call for bids is void.
Reversed.