By the Court, DOUGLAS, J.:
The United States District Court for the District of Nevada has certified two questions to this court, pursuant to NRAP 5. Although we accept the federal court's certified questions, we reframe them to better reflect the factual circumstances of the federal case and, accordingly, answer the following questions. When a local government entity sells property using the competitive bidding process, does NRS 332.185 require the government to follow public bidding rules outlined in Chapter 332? And, under Nevada law, is a contract obtained through competitive bidding void when it materially differs from the contents of the invitation to bid?
We conclude that the answer to both questions is yes. If a public entity chooses to sell property by competitive bidding, it must follow the rules set forth in NRS Chapter 332. And a contract obtained through competitive bidding is void if it materially differs from the contents of the invitation to bid.
Respondent County of Clark ex rel. University Medical Center of Southern Nevada (UMC) decided to sell certain consumer health care accounts through competitive bidding by extending an invitation to bid, which was published in a newspaper.
Ultimately, UMC accepted appellant Orion Portfolio Services 2's bid, which Orion made contingent on the parties entering into a purchase agreement for the accounts. The parties subsequently entered into a purchase agreement, which included a provision that allowed the parties to replace certain accounts, notwithstanding UMC's invitation-to-bid addendum providing that no accounts would be substituted.
After the parties finalized the contract, Orion asked UMC to substitute a number of accounts under the provision in the parties' agreement purportedly allowing it to do so. When UMC refused to substitute the accounts, Orion instituted a breach of contract action against UMC in the United States District Court.
UMC eventually moved for summary judgment, arguing that the parties' contract is void because it materially differs from the invitation to bid. Orion opposed the motion and filed a countermotion for summary judgment. In addition to arguing that Nevada law does not void a contract that materially differs from the invitation to bid on which it is based, Orion also argued that Nevada's statute concerning a government entity's sale of personal property, NRS 332.185, does not require a government entity to sell personal property using competitive bidding, but rather, gives the government entity discretion to dispose of the personal property "by any manner." Thus, Orion argued, the requirements of competitive bidding found in NRS Chapter 332 do not apply to UMC's sale of personal property that is no longer required for public use. Because the parties' arguments raise questions of Nevada law that have never been addressed by this court, the United States District Court certified two questions, which we have reframed to better
This court may answer questions of law certified by a federal court when the "answers may `be determinative' of part of the federal case, there is no controlling [Nevada] precedent, and the answer will help settle important questions of law." Volvo Cars of North America v. Ricci, 122 Nev. 746, 751, 137 P.3d 1161, 1164 (2006) (quoting Ventura Group v. Ventura Port Dist., 24 Cal.4th 1089, 104 Cal.Rptr.2d 53, 16 P.3d 717, 719 (2001)); NRAP 5.
In this case, the federal district court certified two questions regarding the interpretation of NRS 332.185.
We first address whether NRS 332.185 requires the government to strictly adhere to the competitive bidding rules outlined in NRS Chapter 332. We then consider whether a contract obtained through competitive bidding is void if it materially differs from the invitation to bid.
The first certified question requires this court to determine whether NRS 332.185 requires local governments to use the competitive bidding process outlined in NRS Chapter 332 when disposing of personal property. Or, under NRS 332.185, may a local government dispose of its property in any manner? To answer this question, we must interpret NRS 332.185's language and determine which manner of disposal is permissible under the circumstances of this case. We conclude that local government may dispose of its personal property in any manner it chooses, but if it chooses to use the competitive bidding process, it must follow the mandates of NRS Chapter 332 as nearly as possible.
NRS Chapter 332 governs purchases made by local governments and requires that the purchases be completed through a competitive bidding process. See generally NRS 332.039. The disposal of government property, however, is governed by NRS 332.185, titled in part "[s]ale of personal property of public entity." NRS 332.185(1) states:
The construction of a statute is a question of law, which we review de novo. State, Dep't of Mtr. Vehicles v. Lovett, 110 Nev. 473, 476, 874 P.2d 1247, 1249 (1994). When a statute is clear and unambiguous, this court gives effect to the plain and ordinary meaning of the words and does not resort to the rules of construction. Seput v. Lacayo, 122 Nev. 499, 502, 134 P.3d 733, 735 (2006), abrogated on other grounds by Buzz Stew, LLC v. City of N. Las Vegas, 124 Nev. 224, 228 n. 6, 181 P.3d 670, 672 n. 6 (2008). Where a statute's language is ambiguous, however, the court must look to legislative history and rules of statutory interpretation to determine its meaning. Leven v. Frey, 123 Nev. 399, 404, 168 P.3d 712, 716 (2007). A statute's language is ambiguous when it is capable of more than one reasonable interpretation. Id. Internal conflict can also render a statute ambiguous. Law Offices of Barry Levinson v. Milko, 124 Nev. 355, 367, 184 P.3d 378, 387 (2008).
The Legislature's intent is the primary consideration when interpreting an ambiguous statute. Cleghorn v. Hess, 109 Nev. 544, 548, 853 P.2d 1260, 1262 (1993). When construing an ambiguous statutory provision, "this court determines the meaning of the words used in a statute by examining the context and the spirit of the law or the causes which induced the [Legislature to enact it." Leven, 123 Nev. at 405, 168 P.3d at 716 (internal quotation marks omitted). In conducting this analysis, "[t]he entire subject matter and policy may be involved as an interpretive aid." Id. (internal quotation marks omitted). Accordingly, this court will consider "the statute's multiple legislative provisions as a whole." Id.
This court has a duty to construe statutes as a whole, so that all provisions are considered together and, to the extent practicable, reconciled and harmonized. Id.; Southern Nev. Homebuilders v. Clark County, 121 Nev. 446, 449, 117 P.3d 171, 173 (2005). In addition, the court will not render any part of the statute meaningless, and will not read the statute's language so as to produce absurd or unreasonable results. Leven, 123 Nev. at 405, 168 P.3d at 716.
Orion argues that the statute's plain language allows a local government to dispose of its personal property "by any manner." UMC argues that the plain language of NRS 332.185 demands adherence to competitive bidding requirements for the sale of personal property. UMC focuses on the mandatory language contained in the first sentence of the statute, which provides that "all sales of personal property of the local government must be made, as nearly as possible, under the same conditions and limitations as required by this chapter in the purchase of personal property." NRS 332.185(1) (emphases added).
Both parties contend that NRS 332.185(1) can be interpreted according to its plain language. UMC and Orion assert that the statute's first sentence mandates competitive bidding and the second sentence provides an exception to using the competitive bidding process; they disagree as to which sentence controls in this situation. UMC and Orion's interpretation of the statute is reasonable. Because the statute's language is capable of more than one reasonable interpretation, we conclude that NRS 332.185(1) is ambiguous.
However, in considering the statute's plain language, we conclude that the statute's second sentence cannot be read as an exception to the first sentence. To do so would render the first sentence meaningless. Thus, the internal conflict also renders NRS 332.185(1) ambiguous. Because the statute is ambiguous, we must look to the legislative history
Since NRS 332.185 was adopted, it allowed personal property to be sold at a public auction if the local government determined that such a sale was desirable and in the government's best interest.
With the amendments to NRS 332.185, the Legislature appears to have given local government more options for disposing of personal property, but it also retained the first sentence, which requires adherence to the rules of competitive bidding "as nearly as possible" and the limitation as to what property could be disposed of. Thus, the Legislature's intent with respect to these two provisions is not entirely clear. As the legislative history provides little guidance on the issue, we must attempt to read the two sentences together in an effort to harmonize them and not render any part superfluous.
Harmonizing the two sentences together requires us to conclude that the local government has the discretion to dispose of personal property in any manner; however, when the local government chooses to sell through competitive bidding, it must follow the rules of competitive bidding, as set forth in NRS Chapter 332, "as nearly as possible."
The first sentence of NRS 332.185(1) states that "all sales of personal property of the local government must be made, as nearly as possible, under the same conditions and limitations as required by [NRS Chapter 332] in the purchase of personal property." However, neither party offers an interpretation of the phrase "as nearly as possible." The interpretation of the phrase is key to determining whether a local government is required to strictly comply with the competitive bidding requirements of Chapter 332 when it chooses to sell property through competitive bidding.
We conclude that the phrase should be given its plain meaning. "[N]early" is defined as "all but; almost ... with close approximation," and "possible" is defined as "that may or can be, exist, happen, [or] be done." Webster's New Universal Unabridged Dictionary 1283, 1509 (1996). Using the dictionary definitions of the key words within it, the phrase "as nearly as possible" means "with as close an approximation as can be done." We conclude the phrase was inserted to allow for the differences between purchases and sales. For example, NRS 332.065 requires the award of the contract to the lowest responsive and responsible bidder, but for a sale, it would be to the highest responsive and responsible bidder.
Orion argues that even though UMC can choose to sell in any manner, including competitive bidding, pursuant to the second sentence of NRS 332.185(1), it did not have to follow the stringent requirements of competitive bidding. Orion analogizes to this court's statement in a footnote in Harmon v. Tanner Motor Tours, 79 Nev. 4, 12 n. 2, 377 P.2d 622, 626 n. 2 (1963). In that case, the court
Harmon is, however, distinguishable from the case before us. The statute interpreted in that case, NRS 496.090, specifically pertains to municipal airports. Harmon, 79 Nev. at 12 n. 2, 377 P.2d at 626 n. 2. Unlike NRS Chapter 496, NRS Chapter 332 deals extensively with competitive bidding. We conclude that UMC could have chosen to sell in any manner, including competitive bidding, pursuant to the second sentence of NRS 332.185(1). However, once UMC chose to sell through competitive bidding, it had to follow the rules of competitive bidding, as set forth in NRS Chapter 332 for the purchase of personal property, as nearly as possible.
The second certified question asks this court to determine whether a contract obtained through competitive bidding is void when it materially differs from the contents of the invitation to bid.
While Nevada has never directly addressed whether a contract obtained through competitive bidding is void when it materially differs from the contents of the invitation to bid, in Faust v. Donrey Media Group, 95 Nev. 235, 237, 591 P.2d 1152, 1154 (1979), this court addressed a similar question when it held that "[a]n awarding board has a duty to reject any bid materially varying from bid specifications." In explaining its decision, the court stated that "[t]he rationale of this rule is to preserve the competitive nature of bidding by preventing unfair advantage to any bidder, or other conditions undermining the necessary common standard of competition." Id. at 238 n. 1, 591 P.2d at 1154 n. 1. This court has also held that "[t]he purpose of bidding is to `save public funds' and guard against `favoritism, improvidence and corruption.'" Richardson Constr. v. Clark Cty. Sch. Dist. 123 Nev. 61, 66, 156 P.3d 21, 24 (2007) (quoting Gulf Oil Corp. v. Clark County, 94 Nev. 116, 118, 575 P.2d 1332, 1333 (1978)). Other jurisdictions have taken the Faust rule a step further and determined that the resulting contract must also be in substantial accordance with the terms of the advertisement for bids. See Pascoe v. Barium, 247 Mich. 343, 225 N.W. 506, 507 (1929) (holding "that the bid must conform to the specifications, and the contract to both," but to "destroy the competitive character of the bid..., the variation must be substantial") (citing Andrews v. City of Detroit, 233 Mich. 79, 206 N.W. 514 (1925)); National Engineering & Cont. Co. v. City of Cleveland, 146 N.E.2d 340, 345 (Ohio Ct.Com.Pl.1957) (citing Pascoe, 247 Mich. 343, 225 N.W. 506, and Andrews, 233 Mich. 79, 206 N.W. 514); Wantland v. Anderson, 203 S.W.2d 787, 790 (Tex. Civ.App.1947) (holding that "a variation between the contract as advertised and the one actually entered into ... must be substantial [in order to] render such contract void and illegal") (citing Pascoe, 247 Mich. 343, 225 N.W. 506); Platt Elec. Sup., Inc. v. City of Seattle, Div. of Pur., 16 Wn.App. 265, 555 P.2d 421, 430 (1976) ("A public contract awarded pursuant to competitive bidding procedures must be substantially in accordance with the terms of the invitation to bid."); 64 Am.Jur.2d. Public Works and Contracts § 65 (2001 & Supp.2010).
We conclude that a contract is void if it materially differs from the contents of the invitation to bid. The court's reasoning in Faust, and the cases the court relied upon in Faust, indicate that this court has already
However, we note that it is well-established that the terms of the advertisement and the terms of the bid or contract do not need to be identical. Bud Mahas Const, v. Clark County School Dist., 767 F.Supp. 1045, 1048 (D.Nev.1991) ("[M]inor variations from the specifications are not a basis to reject the bid...."). Only where a contract contains substantial variations from bidding specifications is the contract void. 64 Am. Jur.2d Public Works & Contracts § 65 (2001 & Supp.2010); 13 Eugene McQuillin, The Law of Municipal Corporations § 37:107 (3d ed.2008). We agree that the terms of the advertisement and the terms of the bid or contract do not need to be identical. Nevertheless, the question of whether any variations between the invitation to bid and the contract in this case are material is a mixed question of law and fact not before this court, and we make no ruling regarding the facts of this case. So. Foods Group v. State, Dept. of Educ., 89 Haw. 443, 974 P.2d 1033, 1042 (1999).
If the invitation to bid and the contract differ materially, then the contract is void. It is void, not voidable, because the local government exceeded its authority and was not authorized to make such a contract. 13 McQuillin, supra. § 37:107; 10A McQuillin, supra. § 29.104.20 (3d ed.2009). The Arizona Supreme Court has held that "the County, in its contracts must act not only within the limits of the power granted it by the legislature, but must also comply with the statutory requirements prescribed by the legislature. Failure to do so precludes enforcement of the contract according to its terms." Mohave County v. Mohave-Kingman Estates, 120 Ariz. 417, 586 P.2d 978, 981 (1978). We agree with Arizona's reasoning. The local government must act within the limits of its power when forming contracts, and contracts whose terms materially differ from the terms of the invitation to bid exceed the local government's authority and are void.
We conclude that if a public entity chooses to sell property by competitive bidding, it must follow the rules set forth in NRS Chapter 332. Additionally, a contract obtained through competitive bidding is void if it materially differs from the contents of the invitation to bid. Accordingly, we answer the U.S. District Court's certified questions in the affirmative.
We concur: PARRAGUIRRE, C.J., and HARDESTY, CHERRY, SAITTA, GIBBONS, and PICKERING, JJ.