NOTICE: NOT FOR OFFICIAL PUBLICATION. UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL AND MAY BE CITED ONLY AS AUTHORIZED BY RULE

.

IN THE 

## A RIZONA 

## C OURT OF 

## A PPEALS

D IVISION O NE

PHOENIX LAW ENFORCEMENT ASSOCIATION, et al.
,

Plaintiff s /Appellant s ,

v.

CITY OF PHOENIX et al.
, Defendant s /Appellee s

.
N o . 1 CA

- CV 23

- 0454

Appeal from the Superior Court in Maricopa County

No. CV 2014

- 008711 CV2014

- 009114 CV2015

- 007714 The Honorable Jay R. Adleman , Judge

AFFIRMED

COUNSEL
Napier , Baillie
, Wilson Bacon & Tallone PC , Phoenix By Eric R. Wilson (argued), Michael Napier
, Cassidy L. Bacon, Juliana B. Tallone Counsel for Plaintiff

s /Appellant s Phoenix Law Enforcement Association

Yen Pilch Robaina & Kresin, PLC, Phoenix By Caroline A. Pilch (argued), Robert E. Yen Counsel for Plaintiffs/Appellants Theresa Clark, et al

.

Sherman & Howard L

. L

. C

. , Phoenix By Matthew A. Hesketh (argued), John A. Doran, Carli J. Simkin C ounsel for Defendant s

/Appellee s FILED 08-27-2024PLEA, et al. v. PHOENIX Decision of the Court

2 MEMORANDUM DECISION
Judge Brian Y. Furuya delivered the decision of the Court, in which Presiding Judge Anni Hill Foster and Vice Chief Judge Randall M. Howe joined.

F U R U Y A , Judge:

¶1 P laintiffs Phoenix Law Enforcement Association ( “ PLEA plaintiffs” ), et al., and plaintiffs Theresa Clark (“Clark plaintiffs”) , et al

. , (collectively “Plaintiffs”) appeal from the superior court’s grant of summary judgment in favor of the City of Phoenix (“the City”)

. For the following reasons, we affirm.

FACTS AND PROCEDURAL HISTORY

¶2 Phoenix police officers are members of the Public Safety Personnel Retirement System ( “ PSPRS ” ). Under Arizona Revised Statute (“A.R.S.”) § 38

- 842 , a retiree’s benefits are calculated in accordance with the “average monthly benefit compensation

. ” The membership of the Phoenix Law Enforcement Association ( “ PLEA ” ) consists of Phoenix police off icers who have not been promoted to the rank of sergeant . M embers of the Phoenix Police Sergeants and Lieutenants Association ( “ PPSLA ” ) are supervisory officers

. ¶3 The City and its officers engage in collective bargaining regarding employment and compensation. Phoenix City Code (“P

. C

. C

. ”) §§ 2

- 209 to

- 235

. A greements with PLEA and PPSLA are delineated in a Memorandum of Understanding (“MOU”) and a Memorandum of Agreement (“MOA”) respectively. We refer to these agreements together as Collective Bargaining Agreements (“CBAs”). These CBAs are subject to periodic renegotiat ion between the City and the unions. See P. C .C. §§ 2

- 209(4),

- 210(11),

- 223
, - 229

. If the City and unions fail to reach an agreement during such negotiations
, the City Council or Manager may impose terms based on “ the interest of the public employees, public employer, and the public.” P.C.C. § 2

- 219 (J) , (K)

. Further, each provision in a CBA constitutes a “mandatory subject of bargaining” and is subject to change or elimination during the collective bargaining process. P.C.C. § 2

- 215(A).

¶4 Historically , the CBAs contained wage enhancement provisions that allowed employees to increase their wages by converting vacation time, sick time
, and uniform allowances into additional basePLEA, et al. v. PHOENIX Decision of the Court

3 salary , provided employees satisfied certain threshold requirements

. An employee could elect to participate in any or all the wage enhancement provisions by submitting an election form. Each subsequent CBA renewed these provisions until 2014.

¶5 As relevant here, t he 2012

– 2014 CBAs 1 also included wage enhancement provisions as follows:

§ 3

- 1D , r egarding uniform allowances:

[ A ] unit member may elect to have their basic annual uniform allowance converted to a bi

- weekly payment for a consecutive three year period

. . . . The consecutive 3 year period may be stopped and restarted one time for an additional three (3) year period up to a maximum total of six (6) years.

§ 3

- 4(B)(5), r egarding sick leave benefits:
Once the employee elects to exercise this benefit, it must continue for the full three (3) consecutive year period. The employee may stop and restart this benefit one time without further qualification up to a maximum of a total of six (6) years.

§ 5

- 5(L), r egarding vacation leave:

Once the election to exercise this benefit is made, it must continue for the full three consecutive

- year period. The unit member may receive a one

- time, one

- year extension to the three

- year period.”

¶6 In 2014, before the 2012

– 2014 CBAs expired , the City began negotiating with PLEA and PPSLA on the terms of the next contracts

. When negotiations failed to achieve a final agreement , the City imposed terms of employment that did not include any wage enhancement provisions. The PLEA p laintiffs and t he Clark p laintiffs each sued the City t o reinstate the wage enhancement provisions , arguing breach of contract and promissory estoppel. In 2016, Plaintiffs’ claims were consolidated and later successfully obtained class certification. Phoenix L. Enf ’ t Ass ’ n v. City of Phoenix , No. 1

1 The wage enhancement provisions in the MOU contain substantially similar language to the MOA regarding the most relevant issue in this case, namely that any election “must continue for the full three

- year period.”PLEA, et al. v. PHOENIX Decision of the Court

4 CA

- CV 19

- 0813, 2021 WL 1575782, at *2 ¶ 10 (Ariz. App. Apr. 22, 2021) (mem. decision)

. ¶7 Thereafter, t he City moved for summary judgment on all claims

. The PLEA plaintiffs moved for partial summary judgment on the breach of contract claim

. The superior c ourt granted the City summary judgment on all claims and denied t he PLEA p laintiffs’ motion

. T he court awarded the City $220,000 of attorneys’ fees from the PLEA plaintiffs and $180,000 of attorneys’ fees from the Clark plaintiffs. The awards reflected more than a 25% reduction in the amounts the City requested.

¶8 We have jurisdiction over Plaintiffs’ timely appeal under Article 6, Section 9 of the Arizona Constitution and A.R.S. §§ 12

- 120.01(A)(1),

- 2101(A)(1).

DISCUSSION

¶9 We review the superior court’s grant of summary judgment in favor of the City de novo
, viewing the facts in the light most favorable to P laintiffs

. See Dinsmoor v. City of Phoenix , 251 Ariz. 370, 373 ¶ 13 (2021)

. “ T he court shall grant summary judgment if the moving party shows that there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law.” Ariz. R. Civ. P. 56(a). Summary judgment must be granted if the facts produced in support of the non

movant’s claim “ have so little probative value, given the quantum of evidence required, that re asonable people could not agree with the conclusion advanced by the proponent of the claim.” Rosenberg v. Sanders
, 256 Ariz. 328, 332

– 33 ¶ 23 (2023) (quoting Orme Sch. v. Reeves , 166 Ariz. 301, 309 (1990) )

.
I. The City D id N ot B reach the 2012

– 20 14 CBAs by E liminating the W age E nhancement P rovisions A fter T hose CBAs E xpired.

¶10 P laintiffs argue the City breach ed the CBAs by eliminating wage enhancement provisions for employees who made a timely election during the 2012

– 2014 period

.
A. We A re N ot B ound by Previous D ecisions and Rulings B ecause T hey W ere N ot Decided on the Merits

. ¶11 As a preliminary matter, Plaintiffs argue that gra nting the City summary judgment contradicts previous judgments on the pleadings and this court’s decision on class certification. They contend those decisionsPLEA, et al. v. PHOENIX Decision of the Court

5 relied on the same essential facts and no new circumstance or change in the law occurred since then.

¶12 Courts are not bound by a p rior decision i f it “ did not actually decide the issue.” Flood Control Dist. v. Paloma Inv. Ltd. P’ship
, 230 Ariz. 29, 40 ¶ 31 (App. 2012) (quotation omitted) ; see also Quinn v. Cardenas , 256 Ariz. 77, 8 2

– 83 ¶ 18 (App. 2023) ( explaining final judgment is reviewed notwithstanding any contrary previous ruling ). A motion for judgment on the pleadings “tests the sufficiency of the complaint,” and the allegations must be taken as true

. Garibay v. Johnson in & for Cnty. of Pima
, 257 Ari z. 91
, 95 ¶ 5 ( App. 2024) (quoting Giles v. Hill Lewis Marce , 195 Ariz. 358, 359 ¶ 2 ( App. 1999) )

. Class certification requires analysis of the individuals of the proposed class, the types of claims, the relationship between the relief sought and the proposed class
, and procedural concerns

— not the merits of the case

. See generally Ariz. R. Civ. P. 23. Summary judgment, however, requires finding “there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law.” Ariz. R. Civ. P. 56(a).

¶13 Therefore, the standard for surviving summary judgment is different than judgment on the pleadings or class certification. Compare Ariz. R. Civ. P. 12( b ) with 56(a) and 23

. Because prior decisions rendered in the history of this consolidated case did not “actually decide the issue” on the merits, they have no bearing on whether summary judgment was
proper. See Flood Control Dist. , 230 Ariz. at 40 ¶ 31.

B. The W age En hancement P rovisions E xpired w ith the 2012

– 2014 CBAs

. ¶14 P laintiffs argue the wage enhancement provisions survived the expir ation of the CBAs because the parties ’ intent and principles of contract interpretation suggest th ose provisions were intended to outlast the main agreement s

. ¶15 We interpret collective bargaining agreements under ordinary contract principles. See M & G Polymers USA, LLC v. Tackett , 574 U.S. 427, 435 (2015); see also Cheatham v. DiCiccio , 240 Ariz. 314, 323 ¶ 38 (2016) (explaining collective bargaining agreements are like other contracts). C ontract interpretation is a question of law we review de novo

. Benson v. Casa De Capri Enters

. , LLC , 252 Ariz. 303, 306 ¶ 9 (2022)

. When interpreting contract terms, we seek to identify and enforce the parties’ intent. Terrell v. Torres , 248 Ariz. 47, 49 ¶ 14 (2020). In so doing , we construe the provisions “according to their plain and ordinary meaning .” First Am.PLEA, et al. v. PHOENIX Decision of the Court

6 Title Ins. Co. v. Johnson Bank , 239 Ariz. 348, 350 ¶ 8 (2016)

. In approaching the text, “we attempt to reconcile and give effect to all terms of the contract to avoid any term being rendered superfluous.” Terrell , 248 Ariz. at 4 9 ¶ 14

.

1. The D urational C lauses of the CBAs A ppl y to the W age E nhancement P rovisions A bsent a Clear and E xplicit E xception

. ¶16 “ [C] ontractual obligations will cease , in the ordinary course, upon termination of the bargaining agreement. ” Litton Fin. Printing Div., a Div. of Litton Bus. Sys., Inc. v. N.L.R.B. , 501 U.S. 190, 207 (1991)

. Further
, employees do not retain a right to future benefits in the absence of a formal written contract to that effect. See Abbott v. City of Tempe , 129 Ariz. 273, 278 (App. 1981) (permitting city to limit prospective holiday and vacation benefits not yet earned); Bennett ex rel. Ariz. State Pers. Comm’n v. Beard , 27 Ariz. App. 534, 536

– 37 (App. 1976) (permitting state to modify future employment benefits). Thus
, continu ing any benefits beyond the extent of the durational clause of a collec tive bargaining agreement requires clear and explicit language establishing that intent

. See Tackett , 574 U.S. at 4 42 ; see also CNH Industrial N.V. v. Reese
, 583 U.S. 133
, 140 ( 2018) ( requiring specific language intended to override durational clause).

¶17 Though not aligned on all facts, Paczosa v. Cartwright Elementary School is instructive. 222 Ariz. 73 (App. 2009). The contracts at issue in Paczosa controlled all aspects of the employees’ employment relationship
, while the CBAs here set only compensation and benefits

. But th is difference does not make Paczosa distinguishable from this case. Here, as in Paczosa , the main issue is whether benefit provision s that specify a term of applicability appear ing to conflict with general durational clauses outlast expiration of the contract

. See i d. at 76

– 77 ¶¶ 14

– 17

. In Paczosa , certain employment contracts

— with a stated one

- year duration

— allowed employees to “choose to receive” certain benefits “over the pay periods of one, two, or three contract years immediately prior to termination of employment.” Id. at 75 ¶¶ 3

– 4. The employees sent form notices to the employer stating their election to receive these benefits under the employment contract for the three

- year period

. Id. at 75 , 78 ¶ ¶ 5 , 23

. But

w hen the original contract terminated, the employer altered the benefits offered and presented the new, amended employment contract to the employe es. Id. at 75 ¶¶ 6

– 7. The employees refused to sign the new employment contracts, asserting instead that they would work under the expired contract’s terms. Id. at 76 ¶ 8. As relevant to this appeal, t he employees argued that their election to receive benefits for the three

- year term under their prior employment contract (1) prohibited the employerPLEA, et al. v. PHOENIX Decision of the Court

7 from changing the benefits term s and (2) operated to extend the life of the prior contract to cover at least the three years of their timely benefits election under that document

. Id. at 77 ¶ ¶ 15, 18.

¶18 The Paczosa court declined to construe the three

- year benefits election as a separate contractual right that prevent ed the employer from changing those benefits

. Id. at 77 ¶ 17. It reasoned that the employees had

no legitimate expectation of employment beyond the one

- year duration of the old employment contract because t he contract itself was expressly limited to one

- year and statute s pr ecluded a longer contract term

. Id. at 77 ¶ ¶ 15

– 16. Nor did the employees’ election extend the one

- year employment contract into a three

- year contract because the language of the contract did
not clearly admit of such an interpretation and, again, the law did not permit such an extension. Id. at 78 ¶¶ 19

– 24.

¶19 Here, t he 2012

– 2014 CBAs each contained a two

- year durational clause that expired at the beginning of July 2014. To that end, all provisions were only “binding upon the parties for the term thereof.” L ike the employees in Paczosa , P laintiffs signed election forms to participate in a benefits program at a date beyond the expiration of the CBAs. And as in Paczosa , Plaintiffs assert the three

- year election language extends the wage enhancement provisions beyond the expiration of the CBAs

. But unless clear and explicit contract language and statutes provide otherwise, a general durational limitation in an employment contract controls
, even whe n the contract also provide s an election of benefits covering a period exceeding the employment c ontract ’s term

. Id. at 77

– 78 ¶¶ 15

– 24

. ¶20 Plaintiffs’ counter by point ing to the CBAs’ phrase “must continue for the full three (3) consecutive year period
, ” as the clause that vests their benefits election beyond the termination of the CBAs. But the superior court correctly interpret ed this language to merely indicate that an employee cannot opt in and out of the wage enhancement elections in some other fashion. Although electing employee s are committed to the ir election for at least a period of three years, their election does not guarantee benefits will survive the duration of the CBAs

. Surrounding language provides
context supporting t his interpretation

. T his same section of the CBAs state that an employee “may stop and re

- start this benefit one time without further qualification up to a maximum of a total of six (6) years.” In other words, the three

- year election language defines the duration of the employee’s election while the CBA remains in force to provide such benefits. It does not define the duration of the CBAs themselves

. See i d. at 78 ¶ 21 (observing that provision allowing participants to receive benefits for “one, two, or three contract years” do es not bestow “one, two, or three

-PLEA, et al. v. PHOENIX Decision of the Court

8 year contracts”). Because the CBAs do not contain any clear and express language providing that the benefits will survive the two

- year durational clause of the CBAs , th ose provisions are limited to two years

. See Tackett
, 574 U.S. at 435; Reese , 583 U.S

. at 140.

¶21 Plaintiffs argue Paczosa is distinguishable because those contracts specified the benefits were available “for the fiscal year this Contract is in effect.” But that language parallels language in the CBAs

— that provisions were “binding upon the parties for the term thereof .” (Emphasis added.) The Clark Plaintiffs argue the employees in Paczosa had

one

- year contracts subject to annual renewal by statute

. However, Plaintiffs’ contracts were also not indefinite, and all terms were subject to

re negotiation every three years

. P.C.C. §§ 2

- 215(B), (C),

- 218(F), (G).

¶22 A pplying Paczosa’s reasoning, we conclude the wage enhancement provisions at issue here do not confer rights beyond the CBAs’ expiration. Therefore , the two

- year general durational limits of the CBAs apply to the wage enhancement provisions and the elections of benefits were effective only for the term of the CBAs.

2. The P arties D id N ot I ntend for W age E nhancement s to S urvive B eyond the 2012

– 2014 CBAs’ E xpiration

. ¶23 P laintiffs further argue the wage enhancement provisions ’ language indicates that the parties intended the election to receive such benefits to extend beyond the CBA s ’ expiration

. Not so.

¶24 A ll provisions of the CBAs

— including benefits

— were mandatory subjects of bargaining , with every provision eligible to be changed or eliminated

. See P.C.C. § 2

- 215. A fter the CBAs expired, the parties could not agree during renegotiation and the City’s terms exclusively governed Plaintiffs’ employment and these new terms eliminated the wage enhancement provisions of the CBAs , as was the City’s right under the City’s code

. See P.C.C. § 2

- 219(J), (K). B ecause applicable law subjects the CBAs to prospective amendment or elimination, rights for future benefits derived from those transitory documents cannot be vested

. See Paczosa , 244 Ariz. at 77 ¶ 16 (citing 11 Williston on Contracts § 30:19, at 206, 211 (4th ed. 1999) (“[C]ontractual language must be interpreted in light of existing law, the provisions of which are regarded as implied terms of the contract, regardless of whether the agreement refers to the governing law.”) ). I t is unreasonable to expect that benefits for future compensation under th os e CBA s continue beyond the CBAs’ expiration merely by electing to receive them during the CBAs’ active term

. See i d. Thus, the languagePLEA, et al. v. PHOENIX Decision of the Court

9 regarding the election to utilize the wage enhancement provisions does not indicate inten t to confer ongoing vested rights beyond the expiration of the CBAs

. ¶25 Nevertheless, t he PLEA Plaintiffs contend “the parties intended the promise to survive” because the wage enhancement provisions were “structured for three years

. . . for the purpose of impacting an officer’s ‘high three’ [ 2 ] beyond the MOU.” Even assuming the truth of this assertion, it does not prove the parties intended for the provisions to survive the CBAs’ expiration. Moreover , t he parties could not lawfully agree to allow the provisions to survive regardless of the effe ct on the “ high three ” because doing so would obstruct the future renegotiation of mandatory subjects or fix the terms of future CBAs , all contrary to the requirements of statute

. P.C.C. § 2

- 215.

¶26 The PLEA plaintiffs also contend the City “removed any uncertainty as to [its] intent to be bound for a term beyond the MOU” by accepting election forms and paying wage enhancement s

. We disagree. The City’s actions show it performed as obligated during the term of the CBAs, but do not prove the City’s purported intent to be bound beyond the expiration in violation of the City’s code

. ¶27 Finally, t he Clark p laintiffs contend the parties must have intended wage enhancement to survive because th ose provisions were historically included in previous CBAs. Even so, that fact alone does not indicate intent to be bound in the future , such that the right becomes presently vested vis

- à

- vis future agreements . Though m any provisions

were doubtlessly repeated across multiple CBAs, all are still subject to renegotiation and change during each negotiation cycle. See P.C.C. § 2

- 215 ;

s ee also Gilmore v. Gallego , No. CV

- 23

- 0130

- PR, 2024 WL 3590669, at *4 ¶ 22 (Ariz. July 31, 2024) ( observing that employees do not have a right to hypothetical future benefits “just because [an] older MOU provided for them ) (citing Pa czosa , 222 Ariz. at 77 ¶ 15) ; Am. Fed’n of State Cnty. & Mun. Emps. AFL

- CIO Loc. 2384 v. City of Phoenix , 249 Ariz. 105, 111

– 113 ¶¶ 26

– 32 (2020) (City’s prior promises and longtime practices did not confer vested rights) (“ AFSCME ”)

. ¶28 Therefore
, the language of the CBAs does not establish intent to vest in employees a right to wage enhancements after the CBAs expired

.

2 “High three” refers to the highest average of 36 consecutive months of salary within the last 10 years of the officer’s service for purposes of retirement pension calculations

.PLEA, et al. v. PHOENIX Decision of the Court

10 Instead, we agree with the superior court ’s finding that the wage enhancement benefits expired with the CBAs that authorized them.

C. The Phoenix City Charter and Code P reclude any C ontinuing O bligation to P ay W age E nhancements

. ¶29 Our supreme court ha s recognized that a city charter effectively constitutes a “local constitution.” McMichael

- Gombar v. Phoenix Civ. Serv. Bd. , 256 Ariz. 312, 316 ¶ 9 (2023) (quoting Piccioli v. City of Phoenix
, 249 Ariz. 113, 118 ¶ 15 (2020) )

. Further, the City is not bound by alleged contracts, promises, or longstanding practices that conflict with its governing laws. See AFSCME , 249 Ariz. at 107, 11 2 ¶ 2 8 ( explaining a city cannot act or make promises in violation of its c harter)

. Thus, courts have “refused to hold binding on the City a contract that was entered into in a manner inconsistent with charter provisions.” Johnson Int’l, Inc. v. City of Phoenix , 192 Ariz. 466, 471 ¶ 28 (App. 1998) (citing Barron G. Collier, Inc. v. Paddock , 37 Ariz. 194, 204 (1930) )

. ¶30 T he City ’s c harter vests its officials with the authority to set employee compensation unless otherwise established by an MOU “which does not exceed three years in duration.” See Phoenix City Charter, Chapter III, § 9(A). The City ’s c ode similarly indicates that an MOU or MOA may not exceed three years. See P.C.C. §§ 2

- 215(B),

- 232(D). In addition, the City ’s

c harter prohibits the City from entering into any agreement that precludes the C ity’s officials from modifying employment compensation. See Phoenix Ci ty Charter, Chapter XXV, § 14(F )

. I f the wage enhancement provisions
were to survive beyond the duration of the CBAs
, such an agreement would violate the City ’s c harter and c ode by exceeding three years and limit ing the City’s power to mo dify compensation

. ¶31 The PLEA plaintiffs contend there “was no violation” by “limiting the duration to two consecutive three

- year periods,” because they have vested rights for up to an additional six years. Plaintiffs rely on Pointe Resorts, Inc. v. Culbertson , 158 Ariz. 137 (1988), claiming the City ’s c harter allows other methods of contracting

. I n Pointe Resorts
, the City entered a contract that complied with the c harter when it was made. 158 Ariz. at 138

– 40, 141

– 43 (Charter “expressly allowed [Council] to enter into [certain ] trade agreements”). The court addressed whether a contract that was valid when entered was later invalidated by a new law

— it did not suggest unlawful contracts are enforceable. Id. Here, by contrast, Plaintiffs failed to identify any alternative methods of contract formation that the City ’s

c harter or c ode provided. To the contrary, t he CBAs specify they are subjectPLEA, et al. v. PHOENIX Decision of the Court

11 to the Phoenix City Charter and Code
, and they must be interpreted in accordance therewith

. ¶32 T he City ’s c harter and c ode preclude any obligation to pay wage enhancement beyond the CBAs’ expiration.

D. The Wage Enhancement Provisions Are Not Retirement Benefits and Plaintiffs D id N ot Have Ve sted R ights in Th ose Provisions

. ¶33 P laintiffs argue they had vested right s in the wage enhancements because they met the eligibility requirements and submitted election forms to the City before the CBAs expired. They also assert the wage enhancement s are retirement benefits because the City always treated them as pensionable compensation.

1. The Wage Enhancement Provisions A re N ot R etirement B enefits.

¶34 The Pension Clause of the Arizona Constitution protect s “public retirement benefits.” Piccioli , 249 Ariz. at 117 ¶ 11 ; see Ariz. Const. art. 29, § 1(D)

. T h is pro tection covers the codified retirement plan and the statutory formula for calculating retirement system benefits. Id. at 117 ¶ 12; Fields v. Elected Offs

. ’ Ret. Plan , 234 Ariz. 214, 221 ¶ 33 (2014)

. However, i t does not protect purported benefits outside the codified plan. See AFSCME
, 249 Ariz. at 107

– 08 ¶¶ 8

– 9 (rejecting claim that was not grounded in codified retirement plan because the law “only protect[s] whatever pension rights [members] ha[ve] under applicable law”); Cross v. Elected Offs

. Ret. Plan , 234 Ariz. 595, 599

– 600 ¶¶ 8

– 9, 13 (App. 2014) (“Whatever contract existed between [me mber] and the [retirement] Plan, however, guaranteed him only the pension due under the law, not something more

. ”).

¶35 In Piccioli and AFSCME
, our supreme court held the City did not impair retirement benefits by terminating compensation programs that had no basis in the codified retirement plan. See Piccioli , 249 Ariz. at 119 ¶ 23 (“Petitioners do not have contractual rights independent of the Plan

. ”); AFSCME , 249 Ariz. at 112

– 113 ¶ ¶ 31

– 32 ( explaining City’s prior promises and longtime practices did not form a pension contract independent of codified plan). Here, PSPRS is a statewide retirement system and Arizona
statutes define the PSPRS benefits and the formula for calculating them. See A.R.S. § 38

- 845. Because the wage enhancement provisions are s pecifically excluded from the definition of compensation in t he PSPRS statutes
, the elimination of wage enhancement benefits did not alter anything in the PSPRS statutes, the statutory formula, or the way PSPRS benefits arePLEA, et al. v. PHOENIX Decision of the Court

12 calculated. Id

. ; A.R.S. § 38

- 842 (12)

. 3 Moreover , the City does not have authority to modify or supplement the PSPRS statutes or the benefits under them

. And t he 2012

– 2014 MOA states:
Retirement benefits are governed by the provision of State law, as set forth in the Arizona Revised Statutes, and are not subject to the provisions of this Agreement. The Arizona Revised Statutes should be reviewed for the specific retirement benefits prov ided to police officers.

Thus
, wage enhancement s cannot be treated as retirement benefits because doing so would conflict with PSPRS’s purpose to “provide a uniform, consistent and equitable statewide program.” A.R.S. § 38

- 841(B); cf

. AFSCME , 249 Ariz. at 111 ¶ 23 (“ [N] o logical reason exists to conclude that voters intended to grant a lifetime windfall to members who refrained from taking vacation . . . . [U] sing those payouts to increase pension benefits would result in unequal treatment among members

. ”).

¶36 Further, “ t he pension protection clause protects the statutory formula, not the inputs from the employment relationship.” Pisani v. City of Springfield , 73 N.E.3d 129, 138

– 39 ¶ 31 (Ill. App. Ct. 2017)

. 4 Even though elimination of an input may affect the amount of the pension
, such is not a diminishment or impairment of pension benefits within the meaning of the pension protection clause. Id. (“The pension contract was the formula, with its variables, and no matter what numbers were plugged into the formula, it

— and therefore the pension contract

— remained the same

. ”). The law does not treat such benefits as vested merely because they could affe ct pension calculations. See id. at 136

– 39 ¶¶ 26

– 31

. Here , though the wage enhancements may affect pension calculations if used during the “high three,” that circumstance alone does not qualify them as retirement benefit s

. ¶37 T he wage enhancement provisions cannot be classified as retirement system benefit s because the wage enhancement provisions at issue here are not included in the statutory scheme of the PSPRS

. See A.R.S. § 38

- 841. Therefore, the elimination of the wage enhancements did nothing

3 Though this statute has been amended many times, the exclusion was in place as of the time that the parties agreed to the CBAs.

4 The Arizona Supreme Court has recognized that Arizona, Illinois, and New York share similar protections with respect to public pension benefits. See Fields , 234 Ariz. at 220.PLEA, et al. v. PHOENIX Decision of the Court

13 to modify the statutory formula for any such payments. See Piccioli , 249 Ariz. at 118 ¶ 18 ; AFSCME , 249 Ariz. at 110 ¶ 19

. Because the PSPRS statutory scheme does not include wage enhancements, their elimination did not implicate the Pension Clause. See Ariz. Const. art . 29 § 1; AFSCME
, 249 Ariz. at 107 ¶ 8 ; Cross , 234 Ariz. at 600 ¶ 13.

2. Plaintiffs Did Not Have Vested Rights i n the Wage Enhancement Provisions.

¶38 Under Arizona law
, employees do not retain any vested rights in future compensation unless a contract expressly indicates that right and/or the benefits were earned by services previously rendered. See Gilmore , 2024 WL 3590669, at *4 ¶ 22 ; Abbott , 129 Ariz. at 279 (right to merit increases only vests upon performance of the required services); Rengstorf v. City of Glendale , 14 Ariz. App. 4, 6 (App. 1971) (firefighters do not retain vested right in future pay increases); Smith v. City of Phoenix , 175 Ariz. 5 09, 514 (App. 1992) (city permitted to modify city code with respect to compensation of judges)

. ¶39 Plaintiffs contend they acquired vested rights to the wage enhancement benefits at issue by (1) making an election that gave them a right to those benefits
, pursuant to the CBAs, and (2) meeting the eligibility criteria. Plaintiffs cite several cases to support their c laim . But these cases show that benefits do not extend beyond the term of a contract or future benefits unless expressly stated within the contract. See Paczosa , 222 Ariz. at 77 ¶¶ 15

– 17 (no right to benefits after contracts expired); Abbott
, 129 Ariz. at 278

– 79 (no vesting of future contract rights was intended where

com pensation is subject to change ); Bennett , 27 Ariz. App. at 537 (public entity does not impair vested rights by modifying future compensation benefits)

. ¶40 Plaintiffs also rely on Godbey v. Roosevelt Sch ool District No. 66
, 131 Ariz. 13 (App. 1981)
, arguing benefits vest when employees meet eligibility requirements and cannot be retroac tively modified by the employer

. I n Godbey
, a school district sought to modify the employees’ sick leave benefits. 131 Ariz. at 14

– 15, 20

– 21. T he court found employees acquired vested rights to sick leave as they worked through the school year

as the condition of service

. Id. at 21

. Thus, the modification was an improper retroactive adjustment to benefits that had vested based on past services. Id. at 20

– 21. Here, b y contrast , the City prospectively eliminated the wage enhancement benefits after the CBAs expired . It did not make any retroactive changes to compensation already earned.PLEA, et al. v. PHOENIX Decision of the Court

14 ¶41 Thus
, P laintiffs have not established a vested right in the wage enhancement provisions.

E. The E lection F orms A re Not Ind ividual Contracts but A dministrative D ocuments.
¶42 Plaintiffs further argue the forms the employees signed and submitted to obtain the wage enhancements constitute valid and enforceable contracts for wage enhancement benefit s that persist after the underlying CBAs expired

. The Clark plaintiffs also assert the Contract s Clause of the Arizona Constitution prohibits the City from unilaterally modifying the election forms as cont racts.
¶43 “ A n enforceable contract requires an offer, acceptance, consideration, and sufficient specification of terms. ” See State Farm Mut. Auto. Ins. Co. v. Frank
, 257 Ariz. 228
, 334 ¶ 21 ( App. 2024)

. Here, the election forms are not contracts

. N or do they purport to be contracts. To begin , the CBAs are fully integrated
, indicating no other documents affect the terms of employment. Moreover , the City ’s c harter “sets forth prerequisites to creating contractual obligations on the City.” Johnson Int’l , 192 Ariz. at 471 n.4. “All contracts shall be drawn under the supervision of the City Attorney, must be in writing, executed in the name of the City of Phoenix by the Manager.” Phoenix City Charter, Ch apter XIX, § 1. The C ity’s c ode also requires all agreements regarding wages to be in the CBAs signed by the City’s authorized r epresentatives and approved by the Council or Manager. P. C.C. §§ 2

- 209 (4)
, - 215(c),

- 223,

- 232

. ¶44 Here, t he election forms do not meet these requirements. As discussed above, Plaintiffs’ reliance on Pointe Resorts is misplaced because the City ’s c harter and c ode do not allow alternative methods of contracting as an exception to the CBAs. 158 Ariz. at 141

– 43. Therefore , the election forms are not contract s

. See State Farm Mut. Auto. Ins. Co

. , 257 Ariz. at 334 ¶ 21

. Rather, they are administrative documents, lacking the components of a contract, and do not create mutual obligations. See Paczosa , 222 Ariz. at 77 ¶ 23 (an application for benefits is not an enforceable contract when it “contains nothing to support the claim that it functioned as an ‘acceptance’ of an ‘offer’”); see also Cross , 234 Ariz. at 600 ¶ 13 (“No new contract was formed by the administrative step of completing the retirement paperwork.”).

¶45 Further, Plaintiffs have not set forth a supportable claim under the Contracts Clause of the Arizona Constitution. See Ariz. Const. art

. 2 § 25. A Contracts Clause violation occurs only when evidence shows thatPLEA, et al. v. PHOENIX Decision of the Court

15 a governmental entity has acted in a manner that impairs existing contract obligations. See Dobson Bay Club II DD, LLC v. La Sonrisa de Siena, LLC , 242 Ariz. 108, 116 ¶ 41 (2017). Because the wage enhancement provisions expired with the 2012

– 2014 CBAs, t he Contracts Clause is not implicated. Id.

¶46 Therefore
, the superior court did not err in grant ing the City summary judgment on Plaintiffs’ claims for breach of contract. See Rosenberg , 256 Ariz. at 332

– 33 ¶ 23 (2023)

.

II. Plaintiff s ’ Promissory Estoppel Claim Fails

. ¶47 Plaintiffs argue the City is liable for promissory estoppel because they reasonably relied on t he wage enhancement provisions

. P romissory estoppel is not a theory of contract liability, but rather an alternative theory of liability whe n no contract exists between the parties. See State ex rel. Romley v. Gaines , 205 Ariz. 138, 143 ¶ 15 (App. 2003)

. An implied contract cannot exist whe n the parties have an express contract covering the same subject matter. AFSCME , 249 Ariz. at 112 ¶ 28 (citing Chanay v. Chittenden , 115 Ariz. 32, 35 (1977) )

. ¶48 H ere , the parties had a n express contract. The CBAs exclusively governed the parties’ contractual relationship and they contained express integration clauses. Plaintiffs’ promissory estoppel claims are based on the wage enhancement provisions of the CBAs, breach of which they have failed to prove

. Therefore, Plaintiffs ’ promissory estoppel claim fail s

. See Chanay , 115 Ariz. at 35; AFSCME , 249 Ariz. at 112 ¶ 28; Johnson Int’l , 192 Ariz. at 474 ¶ 49. Plaintiffs have thus shown no error.

III. The Clark Plaintiff s ’ Remaining Claim s D o Not Prevail.

¶49 T he Clark plaintiffs argue the City failed to pay wages under the wage enhancement clause. Because the contract was not breached
, the Clark plaintiffs have not suffered any lost wages as a result of the City’s elimination of the wage enhancement provisions after the CBAs expired

. When the wage enhancement provisions w ere eliminated, the City modified the sick leave and vacation provisions so the payments would be made in lump sum

. Accordingly, we conclude the Clark plaintiffs’ claim for lost wages fails

. ¶50 T he Clark p laintiffs further contend they are entitled to equitable /mandamus relief to preserve their entitlement to wage enhancements. G iven our determination that the wage enhancements were lawfully eliminated upon the expiration of the 2012

– 2014 CBAs
, the ClarkPLEA, et al. v. PHOENIX Decision of the Court

16 plaintiffs have no legal or factual basis to support these claims for equitable relief. See Ponderosa Fire Dist

. v. Coconino Cnty

. , 235 Ariz. 597, 601

– 02 ¶ 19 (App. 2014) (mandamus may only compel a “purely ministerial” duty which leaves absolutely no discretion to the public official or board ).

IV. The Court Did Not Abuse Its Discretion by Awarding Attorneys’ Fees to the City.

¶51 We review the award of attorneys’ fees for an abuse of discretion. Peterson v. City of Surprise , 244 Ariz. 247, 253 ¶ 25 (App. 2018). We will uphold the award “as long as the record reflects a reasonable basis for the award”; the court need not “set forth a detailed factual basis for a fee award.” Orfaly v. Tucson Symphony Soc’y , 209 Ariz. 260, 267 ¶ 25 (App. 2004). A court’s decision whether to award fees under A.R.S. § 12

- 341.01(A) is highly discretionary. Hall v. Read Devel., Inc. , 229 Ariz. 277, 279 ¶ 8 (App. 2012).

¶52 “In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees.” A.R.S. § 12

- 341.01(A). To determine whether to award fees under A.R.S. § 12

- 341.01(A), courts should consider the fo llowing “ Warner factors”: (1) the merits of the unsuccessful party’s claims and defenses; (2) “whether the parties could have avoided or settled the litigation and whether ‘the successful party’s efforts were completely superfluous in achieving the result’ ”; (3) whether the fee award will cause extreme hardship for the paying party; (4) “whether the successful party prevailed on all relief sought”; (5) the novelty of the issues; (6) whether the claims or defenses are issues of first impression in Arizona; a nd (7) “whether an award of fees would discourage other parties with tenable claims or defenses from litigating or defending legitimate contract issues for fear of incurring liability for substantial amounts of attorney fees.” Orfaly , 209 Ariz. at 265

– 66 ¶ 19 (quoting Associated Indem. Corp. v. Warner , 143 Ariz. 567, 570 (1985) ).

¶53 As a preliminary matter, the court addressed the seventh Warner factor and concluded “the Arizona Supreme Court has rejected such an argument in lawsuits (against a governmental entity) that particularly arise from a contractual relationship.” The court cited Piccioli and AFSCME

. The Clark plaintiffs argue Piccioli and AFSCME do not control because those cases did not alter the seventh Warner factor, directing courts to “consider whether the award in any particular case would discourage other parties with t enable claims or defenses from litigating or defendingPLEA, et al. v. PHOENIX Decision of the Court

17 legitimate contract issues for fear of incurring liability for substantial amounts of attorney’s fees.” Warner , 143 Ariz. at 570.

¶54 The city

- employee plaintiffs in Piccioli and AFSCME raised contract and constitutional claims regarding their employment contracts. Piccioli , 249 Ariz. at 116 ¶ 7; AFSCME , 249 Ariz. at 107 ¶ 5. In those cases, our supreme court awarded attorneys’ fees to the employer

- cities because the plaintiffs brought claims “as parties to a contract rather than as aggrieved citizens.” Piccioli , 249 Ariz. at 119 ¶ 24; AFSCME , 249 Ariz. at 113 ¶ 33. Given this prec edent
, the superior court did not abuse its discretion in finding that awarding fees in this case would not risk a chilling effect

. ¶55 As to the other Warner factors, the court stated it considered all of the Warner factors, but detailed only the first four, finding: (1) though not meritorious, Plaintiffs’ claims were “brought in good faith” and were not frivolous; (2) no party presented evidence of “significant efforts to resolve this case” without litigation; (3) Plaintiffs did not present any evidence to support their claims of undue hardship; and (4) the City did not request fees on matters for which it did not prevail.

¶56 Finally, the court explained, “these consolidated lawsuits required the City of Phoenix to defend against a multi

- million dollar claim involving hundreds of police officers” and “this complex litigation

— stretching over more than 8 1⁄2 years

— required the City of Phoenix to expend significant resources in its own defense.”

¶57 The Clark Plaintiffs contend the court abused its discretion because it found three Warner factors did not support a fee award. But the
court stated it considered all factors and the context of the litigation

. Further, the court significantly reduced the award of fees from that which was requested , demonstrating its careful consideration

. T he record supports the court’s findings and conclusions. Therefore, the court did not abuse its broad discretion in awarding reduced fees to the City. See Hall , 229 Ariz. at 279 ¶ 8.

V. Attorneys’ Fees and Costs on Appeal

¶58 On appeal, the parties request an award of their respective attorneys’ fees and costs under A.R.S. § 12

- 341.01 and ARCAP 21. After consideration and in the exercise of our discretion, we decline to award attorneys’ fees. We award the City its costs upon co mpliance with Arizona Rule of Civil Procedure 21.PLEA, et al. v. PHOENIX Decision of the Court

18 CONCLUSION ¶59 We affirm

.