Final Report Manteca Family Entertainment Zone (“FEZ”)

Submitted to: City of Manteca

Submitted by: Market & Feasibility Advisors

October 3, 2011

MFA Project Number: 518

One South Dearborn, Sui t e 2 1 0 0 Chicago IL 60603 312.212.4451 www.marketfeasibilityllc.com Chicago Austin Los Angeles

Table of Contents

Table of Contents ______2 Introduction & Executive Summary ______3 Regional Market Characteristics ______6 Regional Attraction Characteristics ______20 Comparable Family Destinations ______33 Business Model ______49 Appendix ______54 General Limiting Conditions ______55 Exhibit A ______56 Exhibit B ______57 Exhibit C ______58 Exhibit D ______59

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I ntroduction & Executive Summary

Introduction

Market Feasibility Advisors (“MFA”) was commissioned by the City of Manteca to explore development opportunities for a city-owned, 140-acre parcel of land off Airport Way at Daniels Street that is known as the Manteca Family Entertainment Zone (“FEZ”). The City controls most of the real estate.

To accommodate the community and capture some regional traffic, the city has commissioned MFA and a team of designers to make recommendations for a family entertainment zone next to the current Big League Dreams facility. As a pass-through community off Highway 120 to Yosemite, Manteca envisions becoming more of a destination community. In the past, Manteca was known in Northern California for its water slides (closed in 2004), which attracted approximately 175,000 visitors annually.

To analyze the potential types of attractions that would work best for the attraction, MFA reviewed local and regional demographics, regional attractions, and comparable family destinations.

The following is summary of some of the key findings in our study by section.

Regional Market Characteristics

Nicknamed “The Family City,” Manteca is a city in the San Joaquin Valley of Central California. Historically an agricultural community located 76 miles east of San Francisco, rising housing prices in the Bay Area housing and the construction of the 120 bypass portion of State Route 120, has driven residential growth in Manteca. The city itself has a current population of over 67,000 residents, and approximately 1.3 million people within a 30-mile radius of the site.

Over the next 30 years, the San Joaquin Council of Governments projects that population of San Joaquin County that is age 19 or under will increase by 53.2 percent. The Hispanic/Latino segment of the county population currently represents 39 percent of the population, but by 2040, this segment is projected to comprise over 50 percent, representing an increase 106 percent. San Joaquin County will remain younger than most other California counties as the state’s population ages and fertility rates continue to decline.

The success of any proposed future attraction must take into account that Manteca and the surrounding area within a reasonable driving distance of 30 miles currently has and is projected to continue to consist of younger residents and a large Hispanic segment. This means that activities such as youth sports (i.e., soccer, baseball, basketball) and other forms of family entertainment will be in demand.

Regional Attractions

Manteca has been and currently is a pass-through community for travelers from Northern California to Yosemite and other parks and forests in the Sierras. According to the National Park Service, approximately 20 percent of all visitors enter through the Big Oak Flat entrance off SR 120 from Manteca. Yosemite National Park is currently the nation’s third most attended park in the U.S. behind Great Smoky Mountains National Park in Tennessee and Grand Canyon National Park in Arizona. Last year, Yosemite attracted 3.9 million visitors. Approximately 62 percent of these visitors are from California, 57 percent are first time visitors, and 19 percent are under the age of 15. MFA estimates that nearly 800,000 visitors traveling to Yosemite pass through Manteca each year.

In analyzing the potential of Manteca to capture Yosemite traffic, three points stand out. Firstly, the Big Oak Flat entrance to Yosemite is an approximate 2-hour drive from Manteca. Therefore, Manteca is not a true “gateway” community like Groveland at the Big Oak Flat Entrance. Secondly, many communities in the San Joaquin Valley region are already claiming to be “the gateway to Yosemite.” In this respect,

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Manteca has strong competition. Thirdly, Yosemite visitors are primarily adults traveling in groups of two persons (35 percent of all groups). Only 19 percent are less than 15 years of age, compared to 25 percent of residents within a 30-mile radius of Manteca. Therefore, the demographics of Yosemite visitors differ from those of the Manteca regional market.

At this time, there are few entertainment attractions in the Stockton-Modesto MSA outside of the larger cities of Stockton and Modesto (Stanislaus County) that fall within the 30-mile radius. Manteca currently has two successful attractions – Big League Dreams Sports Park and the destination retailer, Bass Pro Shops. The Big League Dreams sports complex, adjacent to our site, has consistently exceeded attendance projections. Over the past three years, the park has achieved annual attendance of roughly 430,000 though it was initially projected to be 360,000 in 2010. The six-field sports complex primarily serves kids ages 8 to 14 and under for baseball tournament play. Since our site is adjacent to the BLD, the FEZ components would not only be beneficial to locals but to tournament players and their families between BLD games.

Comparable Family Destinations

In the final part of our analysis, MFA looked at family destination communities throughout the U.S., including, Bend, Oregon; Pigeon Forge/Gatlinburg, Tennessee; Myrtle Beach, South Carolina; San Antonio, Texas; Galveston, Texas; New Braunfels, Texas; Kemah, Texas; the Poconos in Pennsylvania; Niagara Falls, Ontario; Williamsburg, Virginia; the Wisconsin Dells, Wisconsin; Sandusky, Ohio; Traverse City, Michigan; and Branson, Missouri. Last year, tourism at these destinations ranged from an estimated annual 2.0 million in Bend to 26.0 million in the San Antonio.

The development of these destinations typically started with a natural attraction(s) such as water (Wisconsin Dells) or a gateway entrance to a major national park (Pigeon Forge) and gradually added visitor serving infrastructure and entertainment attractions. In time, the towns themselves became bigger attractions than the natural attractions that started the visitor flow.

Business Model & Conclusions

For the afore-mentioned reasons, Manteca cannot rely on visitor traffic through Yosemite. The major asset that Manteca has is the established sports tourism flow at BLD, which currently has weekends booked two years in advance. The city-owned Woodward Park also has 6 to 10 large annual tournaments, but its soccer fields are largely undeveloped grass fields. The fact that the site is immediately adjacent to BLD and future conference center/hotel is another advantage and offers synergies with the site components.

In summary, MFA believes that creating a mix of sports tournament facilities and family entertainment- oriented attractions, both gated and free to the public, represents the highest and best use of this land parcel. The youth sports travel segment is considered somewhat recession-proof, as families eager to provide their children with tournament-level competition are using the trips as vacations. According to the National Association of Sports Commissions, last year American families spent an estimated $7 billion traveling with their children to youth sports tournaments. The youth sports travel segment is a little less than 10 percent of the national leisure travel industry, and it is growing by 3 to 5 percent annually, faster than most other segments.

The visitor flow to these sports facilities will bring many visiting youths onto the property every weekend of the year while the local market will use the facilities through most weeks of the year. The combination of local market familiarity with and access to the complex with the weekend tournament visitation will fuel the other family friendly facilities proposed for the site. In time, we expect the site will become well known for the family entertainment and will prosper and grow from that identity as has happened in many other family destinations that we profiled and analyzed across the U.S.

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As outlined in our development program, MFA and the study team recommend the mix of attractions that would tag on existing synergies with BLD and the proposed family and conference-oriented hotel,

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Regional Market Characteristics

Introduction

Current and projected demographics at both the local and regional levels are key to understanding the potential of any new attraction(s) in the FEZ Zone. Therefore, the purpose of this section is to explore the characteristics and issues associated with (a) accessibility; (b) climate; and (c) current and future demographics at both the local level and how they might impact the development of any new attraction(s); (d) current and planned visitor-serving infrastructure; and (e) current local attractions. The section that follows looks more specifically at the characteristics of regional area attractions.

Accessibility

Site Access The site is situated off Daniels Street on the backside of the existing Costco Wholesale retailer and adjacent to the Big League Dreams (“BLD”) ballpark. A new family entertainment hotel and conference center is proposed across the street.

Access to the site off State Route 120 (“SR-120) is at Airport Avenue. SR-120 in northern California, runs between the Central Valley near Manteca, through Yosemite National Park, and ends at U.S. Route 6 in Mono County. Visitors to the site exit SR-120 at Airport Way and head north to Daniels Drive, then head west on Daniels past BLD and Milo Candini Drive. According to Cal Trans data for 2009, the average annual monthly traffic on SR-120 at Airport Way near the FEZ site is approximately 72,000 vehicles or 26.3 million vehicles per year.

Regional Access In terms of road access, the City of Manteca are the FEZ site are well situated just east Interstate 5 (“I-5”), which serves as the major north and south freeway on the west coast from Baja, Mexico through British Columbia, Canada. Some of the largest cities on the west coast including Seattle, Tacoma, Portland, Sacramento, Los Angeles, and San Diego are accessible via I-5. From the San Francisco/Oakland area, Manteca is accessible from I-580 E and I-205E at approximately 69 miles.

The area is further served by Highway 99 (“SR-99”), another north–south state highway in the U.S. state of California, stretching almost the entire length of the Central Valley, an eight county region in Central California.

It should be noted that work is starting in November 2011 on the $496 million project to widen 13.1 miles of Highway 99 from the Cross-town to the Highway 120 Bypass to six lanes and replace aging interchanges. Further, plans exist to complete part of this freeway to Interstate Highway standards, as a parallel route to I-5 for Los Angeles-Sacramento traffic.

Since SR-120 runs through Manteca, the new FEZ project will help raise the visibility of the city as a whole, particularly for travelers passing through the city on the way to Yosemite.

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Proposed Interchanges At this time, a proposal exists to add a McKinley Avenue interchange; however, the construction of this interchange is not crucial for development of the family entertainment zone. The Airport Way interchange is a mile to the east and actually closer to the proposed 30-acre family entertainment hotel and conference center site that is directly behind Costco. The ability to extend Daniels Street to McKinley Avenue that could connect with a 120 with a new interchange would give the family entertainment zone optimum access for traffic.

Proposed Movement of ACE Train A proposal exists to move the Altamont Commuter Express (“ACE”) Train to the west end of the FEZ site The Lathrop/Manteca station is currently located on Shideler Parkway in Lathrop, approximately 1.8 miles west of the site. The train line begins in Stockton to the north and connects the cities of Tracy, Livermore (2 stations), Pleasanton, Fremont, and San Jose. A stop at Great America amusement park in Santa Clara is also on the line. The potential relocation of this station would provide additional exposure and accessibility to the FEZ site.

Driving Distances The closest cities to Manteca with a significant population base are Stockton to the north at 15 miles and Modesto to the south at 18. The California Table 1 Department of Finance reports that, as of January th Manteca Driving Distances 1, 2011, Stockton was the 13 largest city in California with a population of approximately 294,000 people. Modesto to the south in Stanislaus City Miles Hours County is currently the 18th largest city in the state Stockton 15 0.3 with approximately 202,000 residents, and the Merced MSA at 56 miles south has 256,000. The Modesto 18 0.4 larger city of Sacramento, the state capital at a one- Merced 56 1.0 hour drive to the north, has an estimated current Sacramento 62 1.0 population of roughly 470,000 (the 6th largest in the Oakland 68 1.3 state), with an estimated 2.1 million in the Sacramento-Arden-Arcade metro area. The San Jose 71 1.4 metropolitan areas of San Jose, and San Francisco San Francisco 77 1.5 are an approximate 1.3 to 1.5 hour driving distance. Fresno 114 1.9 Yosemite NP 115 2.0 Air Access Bakersfield 220 3.7 The nearest airport is the Stockton Metropolitan Airport (SKC) approximately 5 miles north of Los Angeles 331 5.5 Manteca with access off of I-99. Larger regional airports include Oakland International (OAK), which Source: Mapquest and MFA is approximately 62 miles west of Manteca, and Sacramento International (SMF) to the north at approximately 69 miles.

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Climate Characteristics

The Manteca climate is warm during summer when high temperatures tend to be in the 90's and cold during winter when low temperatures tend to be in the high 30's. The warmest month of the year is July with an average high temperature of 94 degrees Fahrenheit, while the coldest month of the year is December with an average low temperature of 37 degrees Fahrenheit.

Temperature variations between night and day tend to be relatively big during summer with a difference that can reach 33 degrees Fahrenheit, and fairly limited during winter with an average difference of 18 degrees Fahrenheit.

MFA understands that the Delta breeze impacts the Manteca region, particularly at night. In some respects, this makes the evening weather more pleasant than other parts of the Central Valley, but it can also impact outdoor sports or prohibit the development of semi-permanent structures.

Table 2 Comparative Climate Characteristics Average Annual Manteca Temperatures The annual average precipitation at Manteca is 59.1 inches and approximately 31 annual days of rain. Month High Low Precipitation Rainfall in is fairly evenly distributed throughout the January 54 37 6.9 year, however, the wettest month of the year is January with an average rainfall of 10.5 inches.1 February 60 39 4.9

March 65 41 5 MFA compared average annual rainfall in Manteca, April 73 46 3.2 Yosemite National Park, San Francisco and Fresno. This information appears in Chart 1 below. Yosemite May 80 51 0.9 receives the highest annual level of precipitation (72.1 June 87 55 0.2 inches of snowfall), followed by Manteca (59 July 94 59 0 inches),San Francisco (21.2 inches), and then Fresno August 91 57 0 (10.9 inches).

September 88 56 0.5 It should be noted that while San Francisco receives October 78 49 1.1 less than one-half of the annual rainfall of Manteca (59 November 66 41 2.6 inches), it rains twice as many days per year in San Francisco at annual average of 67 days (versus 31 for December 55 38 5.6 Manteca). Conversely, the average high temperature in San Francisco is 69.8 degrees in September, the Source: Weatherbase city’s warmest month.

Fresno, which is over 110 miles southeast of Manteca in Fresno County, receives only 10.9 inches of average annual precipitation. Comparative annual rainfall at Yosemite National Park, Manteca, San Francisco and Fresno appears in Chart 3 On the opposite page.

The fact that Manteca receives a relatively high level of annual rainfall (in terms of inches) and high summertime temperatures means that an indoor venue for activities like sports might be viable. Evening winds in the area, however, may prohibit the construction of semi-permanent structures. The following section looks at competitive indoor and outdoor sports venues.

1 Based on data from Weatherbase. http://www.weatherbase.com

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Local Market Demographics

Any proposed attraction at the FEZ zone will draw from the local, regional and visitor markets. MFA looked at both local and regional market demographics and available visitor information

City of Manteca.

As of 2010, the City of Manteca’s population was approximately 67,100. This represents a 36 increase of since 2000 when the Census reported a population of 49,258. Much of this growth is the result of migration of residents from the major metropolitan centers in the San Francisco Bay Area. Neighboring communities include Lathrop, Ripon, Escalon, and Tracy.

Based on U.S. Census data from 2000 to 2010: • Manteca went from 49,258 to 67,096 residents • Ripon went from 10,146 to 14,297 residents • Escalon went from 5,963 to 7,132 residents • Tracy went from 56,929 to 82,922 residents

Manteca’s net gain of 17,738 residents was three times that of Ripon and Escalon combined. Stockton, the largest city in San Joaquin County with roughly 40+ percent of the county population, currently has an estimated 291,707 residents.

Age Groups The Census reports that the average age of Manteca resident last year was 33.6 years old. This compares to a slightly younger average of 32.7 years in San Joaquin County, 35.2 years in the state of California and U.S. average of 37.2 years.

As Chart 2 shows, 32 percent of the city’s population is less than 20 years old and 24 percent is under the

Market & Feasibility Advisors LLC Page 9 Manteca Family Entertainment Zone age of 15. This is significant for any planned or proposed attraction. As will be discussed later in this section, Big League Dreams has successfully attracted both local and regional players in the age 14 and under category.

Ethnicity Recent census data indicates that approximately 38 percent of the local Manteca population is Hispanic or Latino. This is comparable to other parts of the county last year (see Table 5). For example, Stockton’s population is approximately 40 percent Hispanic and/or Latino.

Household Characteristics According to Census data in 2010, Manteca had a total of 21,000 households, with the average “Mantecan” household having an average of 3.08 residents. The average family household size was 3.48 persons. Three- to four-person households comprise 35 percent of the total.

San Joaquin County Market Demographics Manteca is a city in the Central Valley of San Joaquin County California, approximately 76 miles east of San Francisco. The San Joaquin Valley is the area of the Central Valley of California that lies south of the Sacramento – San Joaquin River Delta in Stockton. Although most of the valley is rural, it does contain MSAs (urban cities and suburbs) such as Delano, Fresno, Bakersfield, Stockton, Modesto, Visalia, Porterville, Merced, Madera, and Hanford.

The U.S. Census considers Manteca to be part of the Stockton MSA. With a 2010 population of 685,306, the Stockton MSA includes the entire population of San Joaquin County. The county is bordered by Stanislaus County to the south and southeast, Sacramento County to the north, Amador County to the northeast, Alameda and Contra Costa County to the west, and Calaveras County to the east.

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The San Joaquin Council of Governments projects the county population to reach nearly one million people by 2035. Over the 30-year period between Table 3 2010 and 2040, the county population is projected to Projected Population Growth increase by 56 percent (Table 3). San Joaquin County

Projected Age Groups Year Est. Population % Chg. Over the next 30 years, the population of San Joaquin 2010 685,306 -- County age 19 or under will increase by 53. 2 percent, 2015 730,632 6.6% but the share will decline only slightly from 33 percent of the total to 32 percent (Table 4). The county 2020 790,623 8.2% population of age 60 is projected to increase by over 2025 864,482 9.3% 123 percent to comprise 21.3 percent of the population 2030 933,761 8.0% by 2040, up from nearly 15 percent of the population in 2010. Other segments of the population are projected 2035 998,532 6.9% to increase at less robust rates, and their share of the 2040 1,071,936 7.4% population will not change significantly.

Source: San Joaquin Council of Governments, June 2011 Table 4 Projected Age Groups (in thousands) San Joaquin County 2010-2040

% Chg. Age Group 2010 % Total 2020 % Total 2030 % Total 2040 % Total 2010-2040 < 19 Years 223.6 32.6% 246.8 31.2% 297.8 31.9% 342.5 32.0% 53.2% 20-39 184.2 26.9% 214.1 27.1% 240.9 25.8% 271.8 25.4% 47.6% 40-59 175.3 25.6% 182.3 23.1% 201.7 21.6% 229.2 21.4% 30.7% 60+ 102.2 14.9% 147.4 18.6% 193.3 20.7% 228.5 21.3% 123.6% Total 685.3 100.0% 790.6 100.0% 933.8 100.0% 1071.9 100.0% --

Source: San Joaquin Council of Governments (June 2011) and MFA

Projected Ethnicity Part of the projected younger age segment can be attributed to the strong expected increase in the number Hispanic/Latino residents. Women of Hispanic or Latino ethnicity generally have higher fertility rates across all child-bearing age groups than non-Hispanic woman. That means the county will continue to see a positive rate of natural population growth.

As Table 5 shows, the Hispanic/Latino segment of the San Joaquin County population currently represents 39 percent of the population. By 2040, this segment is projected to comprise over 50 percent, representing an increase 106 percent. San Joaquin County will remain younger than most other California counties as the state’s population ages and fertility rates continue to decline.

San Joaquin County will remain younger than most other California counties as the state’s population ages and fertility rates continue to decline. What this means is that any planned attraction in Manteca should appeal to a younger and heavily Hispanic/Latino market, especially since the <19 age segment in Manteca and San Joaquin County will represent a significant portion of the population.

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Table 5 Projected Ethnic Groups (in thousands) San Joaquin County 2010-2040

% Chg. Ethnicity 2010 % Total 2020 % Total 2030 % Total 2040 % Total 2010-2040 Hispanic/Latino 266.3 38.9% 340.3 43.0% 441.1 47.2% 547.8 51.1% 105.7% White 245.9 35.9% 242.9 30.7% 238.3 25.5% 224.3 20.9% -8.8% Asian 94.5 13.8% 112.6 14.2% 139.1 14.9% 167.7 15.6% 77.5% Pacific Islander 3.2 0.5% 3.5 0.4% 4.1 0.4% 4.7 0.4% 46.9% African American 48.5 7.1% 59.4 7.5% 70.1 7.5% 76.8 7.2% 58.4% American Indian 3.2 0.5% 3.7 0.5% 4.1 0.4% 4.2 0.4% 31.3% Other 23.5 3.4% 28.1 3.6% 37.0 4.0% 46.5 4.3% 97.9% Total 685.3 100.0% 790.6 100.0% 933.8 100.0% 1071.9 100.0% --

Source: San Joaquin Council of Governments (June 2011) and MFA

Regional Demographics

As shown previously in Table 1, the metropolitan areas of Oakland, San Jose, and San Francisco are an approximate 1.3 to 1.5 hour driving distance. A map on the opposite page shows Manteca’s location relative to other parts of the Bay Area.

San Francisco forms part of the San Francisco-Oakland-Fremont MSA with a 2010 population of 4.3 million. The San Jose-Sunnyvale-Santa Clara MSA has an additional 1.8 million residents, which is smaller than the Sacramento- Arden Arcade-Roseville MSA at 2.1 million. In summary, there are an estimated 10+ million with a 100-mile radius or approximate two- hour drive time of the site. This includes the afore-mentioned three major MSAs, plus the Stockton and Merced MSAs.

Chart 3 on the opposite pages shows that both Manteca and San Joaquin County have a high percentage of young residents under the age of 19 compared to the San Francisco and San Jose MSAs, and also the U.S. as a whole. Among the markets depicted in this chart, San Francisco, has the fewest percentage of young people, The San Jose MSA has more children under the age of 5 compared to the U.S., though the other age categories are comparable.

Due to distance and physical divide from other regions in the Bay Area, differing demographics with a higher concentration of young people in Manteca and San Joaquin County, and the existence of other attractions in these markets, MFA believes that the FEZ will draw from a resident base of 30 miles from the site.

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Map of Surrounding Bay Area Region

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Competitive Market Demographics Approximately 1.3 million people currently live within a 30-mile radius of the site. This includes the majority of San Joaquin County, including all of the cities of Manteca, Stockton, Lathrop, Tracy and Ripon. This 30-mile ring reaches to Lodi to the north, Keyes to the south, Oakdale to the east and stops short of Livermore to the west. The population of this competitive market area increased by over 21 percent between 1990 and 2000 achieved comparable growth between 2000 and June 2011. The population in this competitive market area is projected to reach over 1.4 million by 2016, representing a change of nearly 9 percent.

Chart 4 on the opposite page breaks down the age cohorts by percentage as reported by Claritas (June 2011). As shown, 30 percent of the residents in the surrounding area are less than 17 years of age. MFA compared regional market data on past and projected population levels, age cohorts and household income levels for Manteca and other selected family destinations in the U.S. that the team profiled in later sections of this report. This information appears in Exhibits A, B, and C in the Appendix of this report.

Demographically, the 30-mile ring around Manteca is ideal for an FEZ. It is younger than the U.S. as a whole and includes many families, which represent 75 percent of all households. The average annual household income is also relatively high at $68,329. .

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The Visitor Market

STR considers the Manteca market to be part of the Stockton/Modesto lodging market. As of June 2011, the Stockton/Modesto market has a total of 114 properties and 7,536 total rooms. This includes Stockton, which has 35 percent of the market’s total rooms, Modesto (28 percent), Tracy (10 percent), Lodi (8 percent), Manteca (6 percent), and Ripon (4 percent). The other communities in the market that collectively comprise 9 percent of the remaining total include Patterson, Ripon and McClellan, all of which has only one lodging property within their city limits, and Westley which has four properties and 169 rooms total. This information is depicted graphically in Chart 5 on the opposite page.

Lodging and Infrastructure According to recent (June 2011) data from STR, the City of Manteca has 7 properties and 440 rooms within the city limits. The most recent facility is the Hampton Inn Suites Manteca, which opened last year. The Manteca CVB markets a total of 8 lodging properties and 614 rooms on their website. This includes three hotels in neighboring Lathrop, and one in Ripon.

To date, the lodging properties that have opened in the area are primarily limited-service, 2.5-star properties that primarily host persons visiting friends or relatives and pass through traffic in the region during the weekdays and sports tournament business during the weekends. Based on conversations with both the CVB and various hoteliers, it would appear that occupancy is approximately 50+ percent.

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Visitor Attractions At present, the primary attractions in the Manteca market are the BLD sport spark, which consistently hosts regional baseball tournaments, and other sports facilities that primarily serve the local market. The following is a more detailed discussion of some of Manteca’s primary attractions.

Big League Dreams Sports park BLD is located off SR-120 at S. Airport Way exit and Daniels Street. The city-owned complex was designed and is being operated and maintained for 35 years by BLD.

The $27-million facility has softball leagues, indoor soccer leagues and kickball leagues and is booked 104 weeks (2 years) in advance. During the weekends, the facility can only host 36 teams and are operating at maximum capacity. What started off with maybe 250 teams playing every single week grew over the course of that period of time up to the maximum amount of 360 teams. Per management, attendees are split between locals (25 percent), Bay Area (25 percent), Sacramento (25 percent) and Fresno (25 percent).

Initially the park – a joint venture between the City of Manteca and a Southern California company – opened with only three fields in October of 2006, and added the remaining three in March of 2007. That being said, the nearest other BLD facility is located in Chico. A recent agreement between the city of Hercules and BLD was aborted.

The closest facility to BLD for baseball is the Mistiln Sports Complex in Ripon, with a total of four planned fields. It is MFA’s understanding that BLD tends to attract younger teams (i.e., 10-14 age group for boys), while the new Ripon complex is targeting the 14+ age group. In addition to BLD and Misltin, TPR

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Baseball uses 10 fields from within a 50-mile radius. Included are Pedretti Fields (Turlock), Rainbow Fields (Modesto), and Twin Creeks (Sunnyvale).

BLD also has the only indoor soccer arena in the area. Routine games runn daily from 6 p.m. every 45 minutes, with the last game starting at midnight. Teams travel from all over the the Central Valley, with some coming as far away as Sacramento and the Bay Area fill the arena.

The complex has been averaging 430,000 visitors for the last few years, which is far ahead of initial projections. In 2010, for instance, BLD was projected to attract 360,000 people and attracted 430,000.

Bass Pro Shops The top attraction in San Joaquin County in terms of annual visits is the destination retailer, Bass Pro Shops. The 120,000-square foot themed store is located adjacent to the 700,000-square-foot lifestyle center, The Promenade, and approximately 2.5 miles east of the FEZ site. The store attracts an estimated 2.9 million visitors annually from all over Northern California. Attractions inside the store include a 24,000-gallon aquarium, a waterfall, a rock structure that replicates Yosemite’s Half Dome.

Although a representative from Bass Pro Shops would not respond to repeated requests on MFA’s questions regarding visitor profiles, in MFA’s prior experience with this retailer in other developments, the typical customer is a male ranging in age from 20 to 50. Due to the high number of families in the region and the themed attractions onsite, MFA believes that the store also attracts a higher than average number of families compared to Bass Pro’s other 50 locations throughout the U.S.

Dell’Osso Family Farm, Lathrop

Located in Lathrop approximately 5 miles west of the FEZ site near the intersection of SR-120 and I-5, Dell’Osso offers the annual Pumpkin Maze (currently in its 14th year) during the entire month of October. In addition to the pumpkin maze and haunted house, the attraction includes an aerial ropes course, gem mining, pony rides, petting zoo, jumping pillows and other rides. During the holiday months (Thanksgiving through New Years) the attraction offers a snow mountain and ice skating.

Based on their estimates, the Pumpkin Maze attracts 50 percent of their visitors locally, 25 percent are from Stanislaus and Sacramento, and 25 percent are from the Greater Bay Area. During the winter, the mix is closer to 50 percent from the Bay Area. Management attributes the higher proportion of Bay Area residents to the fact that there are no snow related attractions in the Bay Area outside of the Tahoe region.

The venue also hosts an annual Ropin’ on the River Rodeo. Management reports that in three years time, they hope to offer attractions nine months out of the year. In this respect, any entertainment attractions at the FEZ that are geared toward youth might be somewhat competitive, but MFA believes that the that the site has an adjacent sports tournament facilities, and a new family entertainment hotel will provide on-site visitor exposure.

Other Sports Attractions According to the Manteca Parks and Recreation Division, the city currently has 58 public parks. For comparison, the neighboring communities of Tracy, Ripon and Lathrop have 76, 20 and 14 parks, respectively.

Notable sports parks in Manteca are as follows:

Woodward Park with 14 undeveloped soccer fields. Although the Parks and Rec Department only tracks permitted uses (100,000 per year), based on daily soccer visits (approximately 150 people/day), the 6-10 large soccer tournaments that bring in about 2,000-5,000 spectators, informal picnic uses, leisure visits and special events, total park visits is estimated at 225,000 to 300,000 per year.

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Spreckels BMX Park. The operator of this city-owned park estimates that this park receives 1,250 users per week This equates to an estimated of roughly 65,000 annual visitors. A previous BMX park in Stockton has since shut down. This estimate, however, does not take into account the number of people that use the soccer area as a dog park or for other informal activities.

Annual Events

In addition to the aforementioned attractions, the Manteca area hosts several notable annual events as follows:

Manteca has an annual Crossroads Street Faire downtown in early April that attracts 50,000 people per day over the two-day period, the majority of whom are local residents. The event recently celebrated its 15th year. It is Manteca’s largest annual event. Approximately 400 arts and craft, food and antique vendors display at this event.

Manteca hosts the annual Ag Tour, which is currently in its 33rd year and hosts tours of local farms and others in the surrounding region.

Manteca hosts the annual Hot August Nights at the Manteca Historical Winery. This is an annual fundraising event.

The Manteca Chamber of Commerce hosts the Flags over Manteca event 9 times per year, weather permitting.

The Manteca Pumpkin Faire (not to be confused with the annual Pumpkin Festival at Dell Osso Farms) is an annual Kiwanis Club event that is held in early October each year. Currently in its 27th year, the event features a carnival, over 200 vendors and live entertainment. The event is usually held at various locations throughout the city.

Ripon hosts the annual Color the Skies Balloon Festival at Mistlin Sports Park. Currently in its 6th year, the event is a fundraiser for Children’s Hospital Central California. The family-oriented event features hot air balloons with tethered rides, a pancake breakfast, aerial exhibitions, fun runs, crafts, and live entertainment.

Tracy celebrates their annual California Dry Bean Festival in mid-September, which features food, entertainment, a car show, a 5K and 10K run, and bike races. Held in downtown Tracy, the event recently celebrated its 25th year.

Dell’Osso Family Farm in Lathrop has an annual Pumpkin Maze Festival during the month of October. According to their website, the attraction generates approximately 125,000 visits. The event is currently in its 14th year.

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Most of the events in Manteca are either held downtown, where the city streets are blocked off for the event or in various locations spread throughout the city. Smaller indoor events are sometimes held at the MRPS Hall on North Grant Street, the gymnasium at Manteca High School or the Manteca Senior Center on Cherry Lane.

Implications for Development of FEZ Zone The demographics of both Manteca, San Joaquin County and the surrounding market within a 30-mile radius consist of a high percentage of young Hispanic families. This is contrast to the San Francisco MSA, which has a significantly lower percentage of youth cohorts. The ethinicity of San Joaquin County is projected to become increasingly Hispanic.

Manteca must have a significant destination attraction to draw visitors from the Bay Area specifically to the city. But the fact that BLD is generating 75 percent of its weekend tournament play from players residing 60 to 100+ miles from Manteca, indicates that people are willing to travel to the region for the right venue and/or attraction. Manteca has already experienced success with its two primary attractions – BLD and Bass Pro Shops. The fact that the project is adjacent to a successful sports tournament facility and across the street from a proposed family entertainment and conference hotel provides automatic synergies with potential attractions that are geared toward youth and families.

Another issue that stood out in discussions with the City and community leaders is that fact that Manteca currently lacks a community gathering place. Further, sports tournament players and other weekend visitors frequently travel to Stockton or Modesto for entertainment. Manteca has a shortage of unique dining and specialty retailers, forcing residents to travel to nearby cities and creating a leakage of retail sales. The study team believes that the 140-acre FEZ could become a location to serve both visitors and the community.

The following section looks at regional attractions.

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R egional Attraction Characteristics

Introduction

Manteca has had successful attractions in the past.It is reported that Manteca was the birthplace of water slides in California. The Manteca Waterslides existed in Manteca, California from 1974 to 2004. Founded by R.H. "Budge" Brown, the park enjoyed status as one of the better water parks in the U.S. and drew visitors from throughout the Central Valley and Bay area. Also known as Oakwood Lake, the park was situated at the intersection of Woodward Avenue and Main Street.

In the summer of 2004, it was announced that the park would be closed. The owners of the park cited high workers' compensation and health care costs as reasons for the park's closure in September 2004. The park was also torn down to make room for the gated lake community dubbed Oakwood Shores that went into foreclosure shortly after construction.

At this time, the City of Manteca is considering the addition to attractions in the FEZ that would benefit both the community and capitalize on the fact that the site is en route to Yosemite National Park. MFA therefore analyzed the characteristics of the Yosemite visitor market.

Yosemite National Park

Yosemite National Park (“YNP”) is the third most visited park in the U.S, behind the Great Smoky Mountains National Park in Tennessee/North Carolina and the Grand Canyon National Park in Arizona. Last year the park received 3.9 million visitors. The top two national parks hosted 9.3 and 4.3 million visitors, respectively.

Table 6 on the opposite page lists the characteristics of the top 10 national parks, ranked by 2010 attendance figures. This includes total gross acreage, last year’s attendance, the average annual attendance from 2005 to 2010, gateway communities and the closest metro areas. Between 2005 and 2010, YNP attracted an annual average of 3.6 million visitors. This would indicate that annual visitation to Yosemite has increased.

What is noteworthy is that the Smoky Mountains, which receive 2.4 times the number of annual visitors, are not only within 100 miles of two metro areas, but one of the park’s three entrances/gateway communities at Gatlinburg (adjacent to Pigeon Forge). The Pigeon Forge/Gatlinburg market is a top U.S. family destination and is discussed in the following section.

As shown previously in Table 1, YNP is approximately 115 miles east of Manteca. The closest significant metro market to YNP is Fresno, which is located approximately 90 miles south via SR-41. Merced is slightly closer at roughly 76 miles southwest off CA-140. Table 7 on the opposite page illustrates the seasonality of vehicular traffic into the park by entrance. The South entrance off SR-41 received the largest percentage of traffic last (24.8 percent), followed by the Arch Rock entrance off SR-140 (22.6 percent) and Big Oak Flat off Highway 120 (20.3 percent).

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Table 6 Top 20 U.S. National Parks and Gateway Communities (2010)

Closest Metro Markets within 100 Annual Miles (2010 Est. Rank Total Gross Attendance Average Population in 2010 National Park Acreage 2010 2005-2010 Gateway Communities millions) Great Smoky Mountains Cherokee, NC-Gatlinburg, TN- Knoxville, TN (.698); 1 National Park - Tennessee, 522,419 9,463,538 9,332,091 Pigeon Forge, TN-Bryson City, Asheville, NC (.425) North Carolina NC - Sevierville, TN Grand Canyon Village, AZ- Grand Canyon National Park - Page, AZ- Kanab, UT- Tusayan, 2 1,217,403 4,388,386 4,370,975 Flagstaff, AZ (.134) Arizona AZ- Fredonia, AZ- Marble Canyon, AZ Oakhurst, CA- Mariposa, CA- Fresno, CA (.930); Yosemite National Park - 3 761,268 3,901,408 3,563,293 Lee Vining, CA- Mammoth Merced (.256), Madera California Lakes, CA (.151)

Big Sky, MT- Bozeman MT- Cooke City, MT- Ennis, MT- Gardiner, MT- Livingston, MT- Yellowstone, National Park - 4 2,219,791 3,640,185 3,204,718 West Yellowstone, MT- Jackson None Wyoming, Idaho, Montana Hole, MT- Dubois, WY- Cody, WY- East Yellowstone, WY- Island Park, ID- Red Lodge, MT

Fort Collins-Loveland Rocky Mountain National Park - Estes Park, CO- Winter Park, 5 265,758 2,955,821 2,834,919 (.300), Boulder (.29 ), Colorado CO- Lyons, CO- Denver (2.5 ) Seattle-Tacoma- Olympic National Park - Port Angeles, WA- Sequim, WA- 6 922,650 2,844,563 2,988,071 Bellevue MSA (3.44)1, Washington Victoria, BC Olympia (.253) Teton Village, WY- Kelly, WY- Grand Teton National Park - Dubois WY- Moran, WY, Wilson, 7 310,044 2,669,374 2,546,098 None Wyoming WY- Jackson, WY- Moose, WY- Driggs, ID Springdale, UT- St. George, UT - 8 Zion National Park - Utah 146,597 2,665,972 2,663,232 St. George, UT (.138), Kanab, UT 9 Acadia National Park - Maine 47,455 2,504, 2,218,716 Bar Harbor, ME- Ellsworth, ME- Bangor, ME (.154) Cuyahoga Falls, OH- Cuyahoga Valley National Park - Cleveland-Elyria-Mentor 10 32,856 2,492,670 2,573,133 Independence, OH-, Akron, OH - Ohio MSA (2.07), Akron (.703) Macedonia, OH

1 Only Tacoma lies w ithin 100 miles of this park

Source: National Park Service (NPS) and MFA

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Table 7 Traffic Counts by Yosemite NP Entrance (2010) by Number of Vehicles

Entrance January February March April May June July August September October November December Total % of Total Big Oak Flat1 6,975 8,400 16,275 25,500 43,752 46,500 64,618 61,153 47,364 31,000 12,674 7,423 371,634 20.3% Arch Rock2 15,385 16,482 22,692 29,365 45,513 56,830 57,350 51,946 46,205 34,755 21,411 15,627 413,561 22.6% South Entrance3 16,040 14,844 21,230 29,479 50,490 63,620 70,455 64,502 49,399 37,200 22,500 15,772 455,531 24.8% Badger Pass 12,400 14,700 12,400 4,500 8,525 29,917 40,910 40,366 31,627 18,700 2,838 5,717 222,600 12.1% Big Tree 557 361 3,049 3,153 11,101 21,375 23,495 22,811 18,849 19,375 7,500 1,139 132,765 7.2% Hetch Hetchy 283 364 896 1,076 5,110 4,328 3,809 3,392 3,038 2,033 667 213 25,209 1.4% Tioga Pass 0 0 0 0 0 27,500 46,593 66,650 48,000 23,250 0 0 211,993 11.6% Total 51,640 55,151 76,542 93,073 164,491 250,070 307,230 310,820 244,482 166,313 67,590 45,891 1,833,293 100.0%

1 Big Oak entrance is off SR 120 from Manteca and turns into Tioga Road through the park on the far east side at the Tioga Pass entrance, w hich is closed during the w inter months. 2 Arch Rock entrance is off SR 140 from Merced 3 South entrance is off Hw y. 41 from Fresno

Source: National Parks Service and MFA

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In discussions with the Manteca Convention and Visitors Bureau (“CVB”) and other city officials, MFA understands that travelers from the Northern California region will frequently bypass Manteca and SR- 120 and head south on I-99 to connect through Merced and SR-140. The reason is that the communities of Oakdale and Groveland are frequently congested, particularly during the summer months when tourism to the park peaks. Based on the information in Table 7, nearly 50 percent of Yosemite’s annual visitation occurs during the three summer months of June, July and August.

Lodging at Yosemite As shown in the map below, both the south and the southwest entrances to Yosemite have a larger concentration of lodging than the west entrance. Due to peak capacities during the summer months and limited lodging in Groveland, MFA understands that many visitors who cannot obtain lodging either inside the park or in Groveland, will spend the night in Oakdale, which is a smaller city in Stanislaus County located 89 miles west of the park off SR-120.

Based on data from the National Park Service, 44.1 percent of the 3.9 million visitors (approximately 1.7 million) stayed overnight during their stay. Of this 1.7 million who stayed overnight, approximately 44 percent stayed in concession lodging2, 31 percent stayed overnight tent camping, 16 percent were RV campers, and remainder were other types of campers, including back country campers.

2 NOTE; The National Park Service does not distinguish whether this number pertains to overnight visitors who stay within YNP’s boundaries or includes gateway communities.

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Yosemite Visitor Characteristics

MFA reviewed the mostly recent Yosemite National Park Visitor survey that was conducted in summer 2009. This information appears in Table 8 below. In summary, the typical Yosemite visitor is a U.S. citizen from California visiting the park for the first time. Nearly three-quarters of these visitors are between the ages of 16 and 60, with only 19 percent being under the age of 15. The average visitor spends 2.4 days in the park and 3.5 days in the area.

Table 8 Summary of Summer Yosemite Visitor Characteristics

Total Visitors (2010) 3,901,408

U.S. Visitors 75% 2,926,056 Non-U.S. Visitors 25% 975,352 100% 3,901,408 Origin California 62% 1,814,155 Other U.S. 12% 351,127 Non-U.S. 25% 975,352 100% 2,165,281

First vs. Repeat Visitors First-time visitors 57% 2,223,803 4 or more visits 24% 936,338 2-3 visits 19% 741,268 100% 3,901,408

Age Group of Visitors Age 41-60 37% 1,443,521 Age 16-40 37% 1,443,521 Age <15 19% 741,268 Age >66 7% 273,099 100% 3,901,408

Length of Stay Average length of stay in park 2.4 days Average length of stay in area 3.5 days

Source: NPS: Yosemite National Park Visitor Survey: Summer 2009

Two things stand out that are relevant to MFA and the proposed FEZ development. Firstly, most visitors are visiting for the first-time (57 percent). Though MFA’s part experience with other national parks would indicate that this is standard, it also means that visitors passing through Manteca via SR-120 en route to Yosemite might only be passing through once.

Secondly, the fact that Manteca and the San Joaquin County area have, and are projected to continue to have, a large youth segment and visitors to Yosemite tend to be older would indicate that the

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Yosemite Visitor Group Characteristics Based on the same survey in 2009, the largest segment by group size consisted of 2 persons (35 percent), followed by more than five people (29 percent). This information appears in Chart 6 below.

In terms of the composition of party types, 69 percent consist of families. In distant second were family and friends at 13 percent of the total (Chart 7).

This data would suggest that the majority of the 2 person or more than 5 person groups that visit Yosemite are either couples or families with older children.

Visitors to Yosemite therefore differ from those in the local and surrounding market. Therefore, while Manteca might be able to capture a portion of visitors en route to Yosemite, it is likely that a family oriented attraction may not appeal to them. Also, due to the two-hour drive to Yosemite from Manteca, it is likely that any stopover would be more geared toward eating, filling up the gas tank, or purchasing last minute items at a place like Bass Pro Shop, versus hanging out at a family entertainment center.

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The remainder of this section provides a brief overview of the other types of attractions in the greater market, including family-oriented attractions, regional sporting facilities, water/recreation areas and concert/amphitheatre facilities. The purpose is to identify any attractions that are currently lacking in the competitive market, as well as to identify those that would provide synergies to the market’s youth oriented culture.

Regional Family Attractions With assistance from the City of Manteca, MFA has indentified 21 family entertainment centers (“FECs”) and 11 water parks that fall within 100 miles of the FEZ site. This information appears in Tables 8 and 9 on the opposite pages.

Regional Family Entertainment Centers/Attractions Of the identified 21 FEC sites, 7 fall within the competitive market area (30 miles) as follows:

1. Go Bananas (Lathrop) – an indoor FEC that is geared toward children ages 10 and under; and

2. Boomers Park (Modesto) – an FEC that is more geared to teenagers and young adults with go- karts, laser tag, rides, and games; and

3. Pixie Woods Wonderland (Stockton) – a 55-year-old, seasonal amusement park with a train, paddle boast and carousel, that is operated by the City of Stockton; and

4. FUNWORKS! Modesto – an FEC that provides more attractions than Boomers Park, including bumper boats, a climbing wall and a play area with tubes and slides; and

5. Laser Quest (Modesto) – an indoor laser tag venue that is frequently rented out for private parties and corporate outings; and

6. Micke Grove Zoo (Sacramento) – a five-acre zoo with amphibians, mammals, birds, reptiles and invertebrates that is operated by the San Joaquin County Parks and Recreation Department; and

7. Umigo Indoor Kart Racing (Livermore) – an indoor go-kart track, which available for rent to parties and corporate events, and has a racing league that uses the facility.

As discussed in the previous section, Dell’Osso Family Farm is also planning to add permanent attractions to make it a year-round family entertainment center. Though not listed in Table 8, Manteca also has a 48-lane bowling center – Manteca Bowl and Family Center – which also features batting cages, an arcade, and conference facilities. Aside from BLD, it is the closest thing that Manteca currently has to an FEC.

The closest theme parks to Manteca are the California Great Adventure in Santa Clara (66 miles), which is also accessible from the ACE Train, and Six Flags Discovery Kingdom in Vallejo (78 miles), which is a major 135-acre theme park.

Regional Water Parks As shown in Table 9, MFA has indentified 11 water parks in within 100 miles of the FEZ site. All of these water parks operate seasonally. The closest one is the Rapids Water Slides at Shadow Cliffs Regional Park in Pleasanton, which is approximately 34 miles west of the site via I-580. The park consists of a former gravel quarry that has been redeveloped to create a 266-acre park, including an 80-acre lake and a four-flume waterslide, with ample parking and picnic grounds. Small water parks also exist in Antioch and Fremont.

The closest significant water park in the Central Valley is Raging Waters at Cal Expo – the state fairgrounds. This water park features 12 rides/play areas and a volleyball court.

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Table 8 Regional Family Entertainment Centers (2011)

Mileage from Name City FEZ Site Description/Attractions Status /Hours of Operation Comments

Mon - Tues: closed One adult per paying child free Indoor playground indoor jump and play Wed - Thurs: 10 AM - 6 PM Babies under 12 months free with paying sibling Go Bananas Lathrop 3.5 center for kids ages 10 and under. Friday: 10 AM - 8 AM Special group rates, party packages available Saturday: 10 AM - 8 PM Open most holidays Sunday: 12 PM - 6 PM

Season pass available Flame thrower (2-person upside down Mon - Thurs: 11 AM - 8 PM Corporate Online Consignment Program - ride), games, go-karts, mini-golf, 'Lil Friday: 11 AM - 11 PM Boomers Park Modesto 13 employers sign up to receive discounts for their Thunder Road (cars for children), laser Saturday: 10 AM - 11 PM employees tag, batting cages, kid's playground Sunday: 10 AM - 9 PM Sign up to receive 5,000 tickets on your birthday

12 PM - 5 PM 55-year old amusement park with a train, Seasonal family membership available Pixie Woods May: weekends and holidays Stockton 17 paddle boats and carousel that is run by Only cash or checks accepted Wonderland June - August: Thurs - Sun the City of Stockton Birthday party room rental available Closed rest of year

Bowling alley, mini-golf, game zone, play Memorial Day - Labor Day: area with tubes and slides, triple level go- Sun - Thurs: 10 AM - 11 PM Camp FUNWORKS! - organized play group for kids FUNWORKS! Modesto Modesto 18 kart track, bumper boats, bumper cars, Fri - Sat: 10 AM - midnight 6-12 years old during summer climbing wall, batting cages, corn maze Labor Day - Memorial Day: (seasonal), teddy bear factory closes earlier Sun - Thurs

Mon - Tues: private groups/events Birthdays, player's club, youth programs, sports Wed - Thurs: 5 PM - 9 PM Entertainment center that also does a lot teams, corporate programs Laser Quest Modesto 15 Friday: 4 PM - 11 PM of parties, corporate outings. Member price discount Saturday: noon - 11 PM Open extended hours on holidays Sunday: noon - 6 PM

Offers programs, by age group, both on-site and off- site, including live animal encounters and hands- Micke Grove Zoo (Fun Run by San Joaquin County Parks and May - September: 10 AM - 6 PM Lodi 27 on bio facts, presentations, science standards- Town) Rec October - April: 10 AM - 5 PM based curriculum Open every day except Christmas

Monday: 2 PM - 9 PM Tues - Thurs: noon - 10 PM Umigo Points - ranks you against other drivers, at Umigo Indoor Kart Livermore 30 Indoor go-karts Friday: noon - 11 PM end of season (every 3 months) top three drivers Racing Saturday: 11 AM - 11 PM win prizes and are put in Hall of Fame Sunday: 11 AM - 9 PM

Bowling alley, game zone, play area with Sun - Thurs: noon - 9 PM Several party packages and group packages to FUNWORKS! Turlock Turlock 32 tubes and slides, climbing wall, teddy Friday: noon - 11 PM choose from bear factory Saturday: 10 AM - 11 PM

Mon - Thurs: noon - 8 PM Boomers Fundraising Program available to Games, go-karts, mini-golf, laser tag, Friday: noon - 10 PM Boomers Park Livermore 34 public/private schools, non-profit and community bumper boats Saturday: 10 AM - 10 PM based organizations Sunday: 10 AM - 9 PM

Free admission days - check calendar Indoor family entertainment center Summer pass available Jungle Fun & Adventure Concord 45 (20,000 SF) geared toward kids 12 and June 4th, 5th, August 27th, 28th Overnight packages, includes dinner and breakfast under. Has play areas and games. Parents always free

VIP Club Membership - online access for your employees to purchase discounted tickets September 3rd, 4th and Labor Day Golden Tee Golfland Castro Valley 49 Mini-golf Rewards Club - sign up to receive discounts September 5th Senior discount available, family night specials Specials available online only

On season: weekdays: 1 PM - 9 PM Saturday: 10 AM - 10 PM Book parties, group events Triple Play USA San Leandro 56 Batting cages Sunday: 10 AM - 6 PM Membership rates available Off season: Tues - Fri: 4 PM - 9 PM Sat - Sun: noon - 6 PM, closed Mon

Humpty Report - free weekly email newsletter A 2.5-acre children's play park and March - October: 9 AM - 4 PM Fun Camps - educational camps during the outdoor children’s museum with a Fairytale Town Sacramento 60 November - February: summer fairytale/nursery rhyme theme. Located Thurs - Sun: 10 AM - 4 PM Overnight Program - sleepover at Humpty's house in William Land Park. Senior discount available Free admission days - check calendar Summer classes and camps February - October: 9 AM - 4 PM Sacramento Zoo Sacramento 60 14-acre zoo Starlight Safari Adventure - explore nighttime at the November - January: 10 AM - 4 PM zoo Senior discount available February - November: open, days and Season pass available Funderland Amusement Sacramento 60 Adjacent to the Sacramento Zoo times vary, check calendar Hosts organization/community fundraising events Park December - January: closed Academic field trips Members pay annual fee ranging from $225 (mid- Go-kart racing track that is open to the Members: daily: 9 AM - dusk Kinsmen Kart Club Dixon 63 season) to $325 (full season), non-members pay public for a membership fee Non-members: Sat - Sun: 10 AM - 6 PM a day use fee April - May: Wed - Sun: 10 AM - 4 PM Check calendar for holiday schedules A ten-acre park on the shores of June - August: Mon - Fri: 10 AM - 4 PM Parties, summer day camps, Fairy Tale Weddings, Children's Fairyland Oakland 63 Oakland’s Lake Merritt that was built 50 Sat - Sun: 10 AM - 5 PM summer sleepovers years ago October: Wed - Sun: 10 AM - 4 PM Celebrate holiday season with Fairy Winterland Nov - March: Fri - Sun: 10 AM - 4 PM Open Memorial Day Weekend- August 22 Weekends only in October for Halloween California Great Haunt Santa Clara 66 Theme park Season pass available Adventure Weekends only late March - Memorial Day weekend

Online coupons available 9-acre family entertainment center with Scandia Family Fun Days and hours vary - contact Party packages available Fairfield 72 mini-golf, Lasertron lasertag arena, Center 707.864.8558 for operating hours Senior discount available bumper boats, arcade, batting cages Sign up and receive special offers Season pass available Six Flags Discovery Days and hours vary - check calendar Senior discount available Vallejo 78 Major 135-acre theme park Kingdom online for operating hours Swim with the dolphins Backstage Safari - VIP access to animal areas Mon - Thurs: 10 AM - 10 PM Season pass available, senior discount available Arcade, miniature golf, laser tag, Friday: 10 AM - midnight VIP Club - employers sign up to give employees Roseville Golfland and Roseville 83 raceway, waterpark (seasonal) with 12 Saturday: 9 AM - midnight park discounts SunSplash Waterpark rides Sunday: 10 AM - 9 PM Twilight Admission: 3 PM - 6:30 PM discount rate *Waterpark seasonal, check calendar Nite Slides - check schedule

Source: Individual attractions, Mapquest, City of Manteca and MFA

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Table 9 Regional Water Parks (2011)

Mileage from Name City FEZ site Description/Attractions Status Comments

Memorial Day - Labor Day: Seasonal waterslides located at 10:30 AM - 5:30 PM Reserve picnic areas Rapids Water Slides Pleasanton 34 Shadow Cliffs Regional Park September: weekends only Reservations up to 300 people Closed rest of year

Water park is open daily from Seasonal water park and pool that Memorial Day weekend through Birthday parties Antioch Waterpark Antioch 38 provides swimming year-round Labor Day; Hours are from 11AM - 6 PM

Season pass available AquaAdventure OPEN DAILY June 13th thru August Fremont 55 Seasonal Water Park Swim lessons and lap swimming Waterpark 21st provided

Season pass available Open May - September: days and Calypso Cabana rentals - private Waterworld California Concord 61 Seasonal Water Park times vary, check calendar for cabana for your party with concierge schedule service and other amenities Senior discount available

Open Memorial Day Weekend Open Daily June 4-August 14 Boomerang Bay (@ Seasonal water park that is part of Open Weekends August 20- California's Great Santa Clara 66 California's Great America theme Season pass available September 4 Adventure) park Plus Labor Day September 5th

Season pass available, senior discount available Open May - September: days and Water park adjacent Cal Expo Buy a day and get summer free Raging Waters Sacramento 67 times vary, check calendar for (Fairgrounds) with 25 water rides Fundraising opportunities schedule Private cabana rentals available Newsletter - sign up to receive promotions Mon - Thurs: 10 AM - 10 PM Season pass available, senior Friday: 10 AM - midnight discount available Arcade, miniature golf, laser tag, Roseville Golfland and Saturday: 9 AM - midnight VIP Club - employers sign up to give Roseville 83 raceway, water park (seasonal) with SunSplash Waterpark Sunday: 10 AM - 9 PM employees park discounts 12 rides *Water park seasonal, check Twilight Admission: 3 PM - 6:30 PM calendar discount rate Nite Slides - check schedule Source: Individual attractions, Mapquest, City of Manteca and MFA

Regional Lake Facilities As discussed at the beginning of this section, Manteca experienced success with the Oakwood Lake and the water slides. The closest natural body of water available for swimming and fishing is the 260-acre Caswell Memorial State Park near Ripon along the Stanislaus River.

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Other lake and river areas that provide boating and/or water recreation include the following:

Stockton Marina (Stockton) – the city has a fairly significant marina where people can dock boats and participate in water sports like water skiing and wake boarding

Oak Grove Regional Park (Stockton) – a 10-acre lake that does not allow power boats

Lodi Lake Park (Lodi) is located approximately 33 miles north of our site. It is run by the Lodi’s Parks & Recreation Department and offers swimming, fishing, kayaking and paddle boating. The lake’s boathouse provides kayaks and paddle boats for rent. The public beach is open June through August each year. Lodi Lake Park is also the location for events such as ZinFest Vintners’ Grille & ZinFest Wine Festival. Another unique feature of Lodi Lake is the fact that it has access to the Mokelumne River.

Woodward Reservoir (Oakdale) is located some 26 miles northeast of Manteca. The reservoir owned by the South San Joaquin Irrigation District, with the recreation component operated by Stanislaus County. The reservoir is located on 26-Mile Road outside of Oakdale and north of East Highway 120. The 2,900 acres of water are used by personal water craft users, sailboarders, and anglers. The park includes 3,767 acres of land. Facilities include 115 developed campsites, 40 full hook-up campsites, undeveloped camping areas, marina, concessions, restrooms, picnic shelter, barbeques, picnic tables, and radio control airplane field. Campsites are available on a “first-come first-serve basis.” Recreation opportunities include swimming, fishing, boating, and water/jet skiing, and bird watching.

A lake could be easily filled in the FEZ zone thanks to the high water table in the area. Given this and the success of the Manteca water slides in the past, the study team believes that a water feature would be advantageous to the FEZ site.

The remainder of this section looks at regional sporting facilities.

Regional Sporting Facilities Performing a thorough demand analysis on the existing types of sports facilities in the region and their current and projected demand levels is beyond the scope of this analysis. However, since the site is adjacent to BLD, which has been successful in attracting sports tournament activity, MFA believes that creating a mix of additional sports tournament facilities and family entertainment-oriented attractions, both gated and free to the public, represents the highest and best use of the FEZ site. The youth sports travel segment is considered somewhat recession-proof, as families eager to provide their children with tournament-level competition are using the trips as vacations. According to the National Association of Sports Commissions, last year American families spent an estimated $7 billion traveling with their children to youth sports tournaments. The youth sports travel segment is a little less than 10 percent of the national leisure travel industry, and it is growing by 3 to 5 percent annually, faster than most other segments.

Manteca and BLD have already established themselves as a sports tournament destination, and the study team believes they should continue to capitalize on this success. Further, these types of activities fit well with Manteca’s image as a “Family City.” Other than BLD, Spreckels BMX Park, and Woodward Park, which hosts soccer tournaments, is currently not a lot of tournament play. Sports like karate tournaments are mostly held in local school gymnasiums.

There are a variety of city-owned and operated parks in the Central Valley, but the majority are smaller and not suitable for tournament play. In fact, MFA understands that Woodward Park’s location in a local neighborhood can be a constraint during soccer tournaments, which can attract several thousand people. Having the addition of soccer or additional play fields, for instance, can relieve some of this activity.

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Table 10 MFA has identified a total of 26 sports complexes, both indoor and outdoor, that the study team believes would be most competitive with any new sporting complex at the FEZ. Both Woodward Park and the Mistlin/Ripon Sports Complex have the largest number of outdoor soccer fields. However, none are developed.

As noted, There are many multi-field soccer and baseball diamond complexes across northern California already but they are for the use of their local community and are very likely to stay that way. Few communities have the desire to sacrifice weekend time slots for tournaments and build or hire the organization necessary to enter and compete in the tournament marketplace. Even fewer yet will ever offer a facility with the locational simplicity (right off 120) and amenity package that the FEZ will.

Proposed Regional Sporting Facilities

Holly Sugar Youth Sports Complex, Tracy At this time, there is a proposal to develop a 150-acre parcel of land in north Tracy that is owned by the former Holly Sugar company. In discussions with Parks and Recreation officials, it is MFA’s understanding that demand exceeds the supply of available fields in the region, particularly for soccer. City Council has approved a preliminary plan for a 150-acre parcel that would include 20 to 25 soccer fields, Little League and Babe Ruth baseball fields. The total cost of the project is estimated at $80 million, and several youth baseball and soccer organizations would have land leases.

Though the plan is in continuous flux, MFA understands that the complex is proposed to have 4 baseball stadiums, 10 baseball fields; 1 softball stadium, 4 softball fields;1 football/soccer stadium, 14 soccer fields and 4 football fields. Picnic areas, 4 play areas, entry road and entry booth, parking, support buildings for restrooms and concessions.

Verde Design has done a preliminary plan as shown. On March 1, 2011, the City of Tracy entered into a Memorandum of Understanding (MOUs) with four local youth sports organizations for the rights to enter into property leases for the construction, maintenance and operation of youth sports fields in the first phase of development of the Holly Sugar Sports Complex. These organizations include Tracy Little League, Tracy Babe Ruth, Tracy Youth Soccer League and Tracy Futbol Club.

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Table 10 Selected Local and Regional Sports Facilities

Fields

Name City Distance Indoor/Outdoor Baseball Softball Soccer Other/Notes Big League Dreams Manteca 0 Both 6 1 100% capacity with 36 teams/weekend Undeveloped fields that host 6-10 major Woodward Park* Manteca 3 Outdoor 14 tournaments/year Northgate Softball Complex* Manteca 4 Outdoor 3 Sand Volleyball pit Expanding on their 80-acre site; used for TPR Mistlin/Ripon Sports Complex* Ripon 8 Outdoor 4 12 baseball (age 14+); also has an outdoor amphitheatre Regional Sports Complex* Stockton 12 Outdoor 4 4 Tracy Sports Complex* Tracy 15 Outdoor 4 Yes Stockton Indoor Sports Complex Stockton 20 Indoor 1 Ice hockey and roller derby rinks Happy Indoor Soccer Modesto 24 Indoor 1

Rainbow Fields Modesto 24 Outdoor 6 Privately-owned; 4 lighted and 2 unlighted fields

Turlock Indoor Soccer Turlock 33 Indoor 2 Turlock Regional Sports Complex* Turlock 30 Outdoor 2 9 Soccer fields used by Turlock Youth Soccer Cabernet Indoor Sports Livermore 30 Indoor 1 1 1 Lacrosse Pedretti Sports Complex* Turlock 34 Outdoor 1 4 San Ramon Sports San Ramon 46 Indoor 1 Batting Cages 15,000-SF facility wth a college-size court for Event Center at George Sim Community Center* Sacramento 62 Indoor basketball and volleyball Arden Indoor Soccer Arena Sacramento 66 Indoor 1 South Natomas Sport & Event Center Sacramento 65 Indoor 1 Twin Creek Sports Complex Sunnyvale 67 Outdoor 10 Yes Basketball and volleyball courts also available 4 Sand Volleyball Courts; located in a regional Sacramento Softball Complex* Sacramento 70 Outdoor 4 park Company has other indoor soccer facilities Let's Play Sports - Indoor Soccer Arena 2000 Sacramento 74 Indoor 1 throughout the U.S. Goalgetters Indoor Soccer (Davis Athletic Club) Davis 75 Indoor 1 3 Basketball Courts, 2 Volleyball Courts, Batting Mare Island Sports Center Vallejo 79 Indoor 2 Cages, Arcade NorCal Indoor Sports Woodland 81 Indoor Inline hockey Rocklin Sports Complex (California Family Fitness) Rocklin 87 Indoor 2 Arena Softball Roseville 89 Indoor 2 Two 10,000 SF fields, 12 batting cages 9 grass fields and 2 lighted stadium fields that Morgan Hill Outdoor Sports Center Morgan Hill 89 Outdoor 11 can be used for soccer, lacrosse, rugby and football Proposed Holly Sugar Youth Sports Complex Tracy Outdoor Up to two dozen soccer fields proposed Elk Grove Sports Park Elk Grove 46 Outdoor? Yes Yes Yes Big League Dreams Folsom 83 ? Yes Yes ?

* Indicates a city parks and recreation facility

Source: Individual facilities,Mapquest and MFA

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Elk Grove Sports Complex, Elk Grove

At this time, a proposal exists to spend an estimated $12 million to install baseball diamonds and soccer fields, along with batting cages and a restaurant, on the site of the new Civic Center the city is building on Elk Grove Blvd between Big Horn Blvd and Laguna Springs Drive. San Diego-based SportsPlex USA and Big League Dreams have both expressed interest in the project.

Big League Dreams, Folsom

The city has been in discussions with the operator, but nothing further is known at this time. The city of Hercules recently scrapped plans for building the six-field stadium in Franklin Canyon earlier this year, when it became apparent that annexation plans would be politically challenging without support from ConocoPhillips, the oil company that owned the land on which the ball field was to be built

Conclusions The project should be economically viable to provide entertainment that the City of Manteca could otherwise not provide. Combining athletic fields in one location and adding attractions for both visitors and the community such as a lake, restaurants and retail in one location would create a and make the entire area easier to market. Festival activities and other events could also be centralized in this location.

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Comparable Family Destinations

Introduction

As part of our analysis, MFA has examined the characteristics and development of 14 family destinations throughout the U.S. Three of these destinations – Williamsburg, Virginia; Pigeon Forge, Tennessee; and Branson, Missouri, were recently selected by Trip Advisor as being the top family friendly destinations in the U.S. this year.

The purpose of this section was to provide data concerning regional demographics, visitor characteristics, visitor services and visitor attractions for each of these destinations to see if there are any potential similarities with Manteca, as well as to provide an overview of how these destinations developed. Regional resident data appears in Exhibits A, B, and C, and data pertaining to tourism is contained in Exhibit D.

The data provided in the section is from local convention and visitors bureaus, MFAs database of visitor destinations,

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Bend, Oregon Located in Central Oregon, Bend is an outdoor recreational destination. With its origins as a logging town, Bend has evolved to a growing tourist and second home destination from recreational enthusiasts in the Pacific Northwest.

Situated in Central Oregon on the eastern edge of the Cascade Mountain range, Bend is the largest city and the county seat of Deschutes County. The nearest major metro areas are Eugene (115 miles west) and Portland, approximately 160 miles to the northwest.

Regional Demographics Bend's population was 76,639 in city as of the 2010 US Census, and the Bend MSA is 5th largest metropolitan area in the state of Oregon. According to Claritas, an estimated 193,007 people reside within a 30-mile radius of Bend, which is significantly less than Manteca’s radius of 1.3 million. This number is projected to grow by approximately 14 percent, the largest percenteage growth of any destination MFA surveyed, in the next five years to reach 219,100.

The average age of a resident in the selected market is nearly 41 years, an the average annual household salary is $65,785.

Visitor Characteristics An estimated 2.0 million people visit Bend annually, making it one of the smallest visitor markets (in terms of annual visitors) that MFA profiled. Based on data from the local visitor’s bureau (Visit Bend), 65 percent of all annual visits occur between the months of May through October, and 35 percent between November and April.

An estimated 75 percent are overnight visitors and 25 percent are day trippers. Among all visitors, an estimated 36 percent visit Bend for the first time.

Visitor Services Bend has approximately 36 lodging properties and 2,700 hotel rooms. The area has 241 restaurants, 5 golf courses and 6 microbreweries.

Visitor Attractions Primarily renowned for its outdoor activities, Surrounded by millions of acres of Forest service land, grassland and wetlands, and the Deschutes River, hiking, biking, rock climbing, white water rafting and fishing and skiing in the Cascade Mountains at Mt. Bachelor are the top activities in the region.

Bend hosts several national sporting events each year. This includes multiple USA Cycling National Championships, XTERRA Trail Running Nationals, and numerous major youth tournaments throughout the year. In 2011 and 2012, Bend will be the site of the Masters Road Nationals and Marathon MTB Nationals in cycling.

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Pigeon Forge & Gatlinburg, Tennessee Pigeon Forge and Gatlinburg are mountain resort cities in Sevier County, Tennessee, near the entrance to the Great Smokey Mountains National Park. Tourism is the dominant influence in this lightly populated market. The metropolitan area of Knoxville is within a 45-minute drive, and Chattanooga is within 145 miles.

In the early 20th century, Pigeon Forge was an isolated mountain hamlet with no major roads. When the Great Smoky Mountains National Park was opened in 1934, the Tennessee Valley Authority reported that there were no tourism-oriented businesses in Pigeon Forge. By the 1950s, improvements to US-441 led to the establishment of a few campgrounds and lodges, but little that would generate major revenue.

In 1982, hoping the capitalize on the publicity generated by the Knoxville World's Fair, Pigeon Forge initiated an aggressive economic plan that centered around theme parks, outlet malls, and live music venues. The first outlet mall, Factory Merchants, opened that same year. By 1987, there were four outlet malls in Pigeon Forge, and by the early 1990s, outlet malls provided 44% of the town's gross revenue.

Regional Demographics There are approximately 633,000 residents within a 30-mile radius of Pigeon Forge. This number is projected to increase by over 5 percent in the next five years. The median resident age is slightly older than Manteca at 39.3 years. With an average household income of nearly $52,000, it is among the lowest of all family destinations surveyed.

Visitor Characteristics An estimated 10 million people visit Pigeon Forge & Gatlinburg each year, of which only 20 percent are overnight visitors. A total of 38 percent of visitors are estimated to be first-timers.

Visitor Services According to STR, the area has 250 hotel/motel rooms and 18,744 rooms.

Visitor Attractions The Great Smokey Mountains National Park is the most visited national park in the U.S., attracting over 9.3 million people last year. The city's attractions include Dollywood and numerous outlet malls and music theaters. Dollywood hosts 2.3 to 2.5 million guests in a typical season, as of 2009, up from 1.3 million visitors in 1986, when the park opened on the site of Silver Dollar City theme park. As of 2010, the park was the biggest "ticketed" tourist attraction in Tennessee each year for more than a decade.

Other attractions and events in Pigeon Forge the Titanic Museum, The Southern Gospel Museum and Hall of Fame, the Country Tonight Theatre, the Comedy Barn, The Black Bear Jamboree Dinner Show, the Miracle Theater, Dixie Stampede, Zorb, Flyaway Indoor Skydiving, and seasonal events such as Winterfest and Wilderness Wildlife Week (currently in its 21st year).

In addition to its numerous novelty and souvenir shops, has a factory outlet (Pigeon Forge factory Outlet), Bell, Tower Square, a year-round Christmas village, and the Old Mill Outlets.

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Myrtle Beach, South Carolina Myrtle Beach is a coastal resort town in Horry County, South Carolina. The City of Myrtle Beach is the heart of the Grand Strand, a 60-mile crescent of beach on South Carolina’s northern coast. Myrtle Beach has been called the "Golf Capital of the World" because of its 120 golf courses. The resort town is situated within 80 miles of Wilmington, North Carolina, and 100 miles of Charleston.

Regional Demographics Approximately 329,000 residents live within 30 miles of Myrtle Beach. The nearest metropolitan area is Charleston at approximately 2 hours via automobile. The average resident age is 42.2 years, and the approximate household income is $58,000.

Visitor Characteristics Last year, Myrtle Beach reported an estimated 14.6 million visitors of which 90 percent were overnight guests. First time visitors accounted for approximately one-third of the total.

Visitor Services The Myrtle Beach area has 460 lodging properties and 10,000 rooms.

Visitor Attractions Myrtle Beach hosts a variety of special conventions, events, and musical concerts. The area's attractions include its beaches and many golf courses, as well as a number of amusement parks, an aquarium, an IMAX theater, retail developments and over 1,900 restaurants.

The Myrtle Beach Boardwalk opened in 2010 Scheduled to open at the boardwalk in this summer is The Myrtle Beach Skywheel, a 200-foot (61 m) observation wheel, similar to a ferris wheel, with glass gondolas that look over the Atlantic Ocean

Broadway at the Beach is a shopping complex set on 350 acres (1.4 km2) along the Highway 17 Bypass, featuring three theaters, 17 restaurants and more than 100 specialty shops as well as attractions, nightclubs, and three hotels, all surrounding the 23-acre (93,000 m2) Lake Broadway. It is the largest festival entertainment complex in South Carolina. Notable attractions are an IMAX theater, Ripley's Aquarium, Hard Rock Cafe, Planet Hollywood, Jimmy Buffett's Margaritaville, and The Pavilion Nostalgia Park.

Myrtle Beach is host to several large annual events such as"Harley Bike Week," a week-long motorcycle rally that started in 1940 and attracts as many as 200,000 visitors to the city every May. Black Bike Week, founded in 1980, takes place the weekend around Memorial Day Weekend and is the largest African American motorcycle rally in the US and attracts as many as 400,000 visitors

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San Antonio, Texas

San Antonio is the seventh-largest city in the U.S with a population of 1.33 million. The U.S. Census reports that the San Antonio-New Braunfels MSA was the 25th largest MSA in the U.S. in 2010 right behind Sacramento. The population is approximately 1.45 million, up from 1.7 million in 2000. It is also the third largest metro area in the state of Texas behind the Dallas and Houston MSAs, respectively. The other closest metro area is Austin at approximately 80 miles or a 1.5-hour drive time.

Regional Demographics An estimated 1.9 million people reside within a 30-mile radius of San Antonio. Similar to Manteca, the average age is 33.4 years (compared to 34.7 for Manteca) and the average household income is $68,000.

Visitor Characteristics An estimated 26 million people visited San Antonio last year of which 59 percent were overnight visitors and 41 percent were day trippers.

Visitor Services According to Smith Travel Research, San Antonio has approximately 300 hotel/motels and 35,600 rooms. With regard to the room count, this is the highest number among the competitive set. A total of 1,400 restaurants and 34 golf courses are located in the MSA.

Visitor Attractions San Antonio is both a major metropolitan market and renowned tourist destination that is known for the River Walk, two major theme parks and as a convention destination. The Henry B. Gonzalez Convention Center downtown hosts roughly 750,000 delegates per year.

The famous River Walk is an outdoor public that consists of a network of walkways along the banks of the San Antonio River, one story beneath approximately 5 miles of downtown San Antonio. It connects the major tourist draws from the Alamo to Rivercenter Mall, Arneson River Theatre and La Villita, the San Antonio Museum of Art, and the Pearl Brewery. Approximately 20 special events take place on the River Walk each year.

San Antonio's multi-year, $279 million River Walk development project finishes in 2014 and extends the River Walk from two to 13 miles, to the city's Mission district. It is the nation’s largest ecosystem restoration in an urban area.

The Alamo is Texas' top tourist attraction, with annual visitation of 2.5 million per year. The River Walk is the second most visited attraction. SeaWorld, located 16 miles (26 km) west of downtown, is the number 3 attraction. Also, there is the very popular Six Flags Fiesta Texas. Morgan's Wonderland is a theme park for special needs children.

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Galveston, Texas Located within the Houston–Sugar Land–Baytown metropolitan area approximately 50 miles south of Houston, Galveston is a 32-mile long island. During the 19th century, Galveston became a major U.S. commercial center and one of the largest ports in the United States until it was destroyed by a hurricane in 1900.

Regional Demographics Similar to Manteca, an estimated 1.3 million people live within a 30-mile radius of Galveston. The average resident age is 35.8 years. The average annual household income is high at nearly $75,000 annually.

Visitor Characteristics Galveston receives an estimated 6.5 million visitors annually.

Visitor Services There are 86 hotels/motels on Galveston with approximately 6,734 rooms

Visitor Attractions Galveston is home to six historic districts containing one of the largest and historically significant collections of nineteenth-century buildings with over 60 structures listed in the National Register of Historic Places

The Strand National Historic Landmark District is a National Historic Landmark District of mainly Victorian era buildings that is generally considered to be the island’s shopping and entertainment center. Located close to the city’s wharf, the area consist of approximately 5 blocks that house restaurants, antique stores, historical exhibits, museums and art galleries.

The city's tourist attractions include the Galveston Schlitterbahn water park, which opened in 2006 and has one indoor section that is in limited operation in the fall and winter, Moody Gardens Botanical Park, the Ocean Star Offshore Drilling Rig & Museum, and the Lone Star Flight Museum

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New Braunfels, Texas

As noted, New Braunfels forms part of the San Antonio MSA, which is the 25th largest metropolitan area in the U.S. New Braunfels is located approximately 30 miles northeast of San Antonio and 50 miles from Austin. The city is named for Braunfels, in Germany and has a sizeable German Texan population.

Regional Demographics Similar to Manteca, an estimated 1.3 million people live within 30 miles of New Braunfels. The average age at 34.79 is also comparable to Manteca’s (34.70), and the average annual household income is comparable at approximately $66,000.

Visitor Characteristics The city hosts an estimated 1.2 million visitors annually.

Visitor Services New Braunfels has 63 hotel/motel rooms and 3,739 rooms.

Visitor Attractions New Braunfels draws a fair amount of tourists from across the state, particularly because of the cold- spring rivers that run through the city. Many generations of families still return during the summer to tube down the Guadalupe River and Comal River. The Comal River is one of the shortest in the world at just 3.2 miles (5.2 km) long, before emptying into the Guadalupe River.

The Texas Ski Ranch, a 70-acre action sports facility provides a cable lake for wakeboarding and waterskiing, a skate park, and rock climbing Canyon Parks features seven public parks with excellent outdoor recreation opportunities. Activities include camping, fishing, swimming, SCUBA diving, picnicking, wildlife viewing, boating, and other water sports

New Braunfels is also the site of a water park, Schlitterbahn Water Park Resort, which hosts approximately 900,000 people annually. Schlitterbahn is a family-owned and operated company based in New Braunfels since 1979. The company has developed two other water parks in Texas and one in Kansas City, Kansas.

There are two shopping outlets – San Marcos Prime Outlets with 140 stores and Tanger Outlets San Marcos with 100.

The town holds a German-style festival, Wurstfest ("sausage festival"), every November to celebrate the city's German heritage.

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Kemah, Texas

Kemah is situated in the Houston–Sugar Land–Baytown metropolitan area approximately 25 minutes south of Houston on Galveston Bay. Originally a small fishing town, the city has become a tourist destination for the area's restaurants and attractions, which are contained within a pedestrian setting in the Kemah Entertainment District.

Regional Demographics Since it is part of the Houston MSA, Kemah has the largest resident population of the collective set at an estimated 2.2 million. The average age of 34.4 years is similar to that of Manteca (34.7 years) though the average household income is lower at $56,000 (compared to $68.000).

Visitor Characteristics Kemah receives an estimated 4 million visitors annually. Tourism is also strong during the winter season.

Visitor Services A total of 10 restaurants serve visitors in the bay front section.

Visitor Attractions The original source attraction for Kemah is the bay front. The Kemah Boardwalk is a 14-acre attraction that has shopping, dining, and an amusement park with 10 rides, including a 65-foot Ferris wheel and a replica of the famous C.P. Huntington train.

There is also an aquarium and a separate Stingray Reef and Rainforest Exhibit.

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The Poconos, Pennsylvania

Pocono Mountains is a region located in northeastern Pennsylvania, which is located primarily in Monroe and Pike Counties. The Poconos is a resort and second home destination that primarily feeds the east coast metropolitan markets of New York (75 miles) and Philadelphia (100 miles)3, meaning that the nation’s top MSA with nearly 19 million people and the 5th largest with approximately 6 million.

Regional Demographics The Poconos does not have a major population center. While the area has long been a popular tourist destination, many communities have seen a rise in population, especially in Coolbaugh Township and other communities within Monroe County. The region has a small population, which is growing at a rapid pace, primarily due to vacationers from New York and New Jersey turning vacation homes into permanent residences upon retirement.

The average resident age is over 40 years, and the average annual household income is the highest of the selected communities at over $75,000.

Visitor Characteristics The Poconos hosted an estimated 23.8 million people last year, the second highest selected market behind San Antonio. A large percentage of these visitors are day trippers traveling from the New York and Philadelphia markets.

Visitor Services The Poconos have 130 hotel/motels, including 23 resorts, and a total of 3,500 rooms. MFA understands that the Great Wolf Lodge in the Poconos is the company’s highest performing property.

Visitor Attractions The wooded hills and valleys have long been a popular vacation area, with many communities having resort hotels with fishing, hunting, skiing, and other sports facilities. Numerous ski resorts in and around the Poconos offer some of the closest and most accessible skiing to the major populated areas of Philadelphia, Baltimore, New York and Washington DC areas. Camelback Ski Area, which attracts approximately 700,000 people annually, offer skiing, snow tubing, and the Camel Beach Water park.

In addition to outdoor attractions such as lakes and skiing, the Poconos have a number of full- service lodges and a Great Wolf Lodge, which is the company’s second highest performing water park hotel in the U.S.

Other attractions include the Pocono Raceway, which is home to two annual NASCAR Sprint Cup Series races, two casinos (Mohegan Sun at Pocono Downs and Mount Airy Casino Resort), and a 100-store outlet mall (Crossroads Premium Outlets).

3 NOTE: Since the Poconos cover a large area, these distances are calculated from East Stroudsburg, the largest municipality in the region, using driving distances provided by MapQuest.

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Niagara Falls, Ontario & New York Straddling the borders of the U.S. and Canada, this massive waterfall is famous for its sheer power. It is also more accessible than many major falls, a short flight or drive for millions of regional tourists. Niagara Falls, New York is across the Niagara River from Niagara Falls, Ontario (also a city), both named after the famed Niagara Falls which they share. The closest metro areas are Buffalo at 17 miles northwest and Toronto, Canada at 75 miles southeast.

Once synonymous with romantic honeymoons, the Rust Belt city on the U.S. side has struggled for decades. Although tourism officials report an estimated 8 million annual visitors, most do not spend the night. But across the bridge in Canada, the Canadian portion of Niagara Falls differs considerably. The Canadian skyline with its giant Ferris wheel

Regional Demographics Approximately 1.0 million people live within a 30-mile radius. It should be noted that the resident community has experienced negative growth over the past two decades. Growth between 2011 and 2016 is also projected to be negative.

The average age is 40.6 and the average annual household income is slightly over $58,000.

Visitor Characteristics Both sides receive an estimated 22.5 million visitors annually. This makes Niagara Falls one of the top attractions in the U.S.,

Visitor Services There are approximately 26 lodging properties in Niagara Falls, though the number of rooms is not available.

Visitor Attractions Visitor attractions on the Canadian side include Clifton Hill, which is a tourist promenade featuring a Ripley's Believe It Or Not Museum, arcades, five haunted houses, four wax museums including a Louis Tussauds Wax Works, and themed restaurants including the Hard Rock Cafe and Planet Hollywood. Other attractions include an aquatic theme park (Marineland), two casinos, and an indoor water park. The oldest and best known tourist attraction at Niagara Falls is the Maid of the Mist boat cruise, named for an ancient Ongiara Indian mythical character, which has carried passengers into the rapids immediately below the falls since 1846.

On the U.S. side, the downtown area has declined significantly since a failed Urban renewal project took place in the 1960s resulting in the demolition of the historic Falls Street tourist district. Recently, efforts have been made to restore Falls Street and the downtown to its original grandeur, including the resurrection of Third Street as the entertainment district, and the arrival of the Seneca Niagara Casino.

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Williamsburg, Virginia

Williamsburg is an independent city located on the Virginia Peninsula in the Hampton Roads metropolitan area of Virginia. It is situated between Richmond and Norfolk, approximately 150 miles south of Washington, D.C.

Williamsburg is well-known for Colonial Williamsburg, the restored Historic Area of the city that is essentially a living history museum, and for the adjacent College of William & Mary, established in 1693, the second-oldest university in the United States. The tourist volume of Colonial Williamsburg has attracted many other related businesses to the area. Notable among these was Anheuser-Busch, which established large operations in James City County and York County just outside the city. The company operates a large brewery there, and a subsidiary of the company operates two of its theme parks near the brewery, Busch Gardens Europe, and Water Country USA.

Regional Demographics Approximately 636,200 people live within 30 miles of Williamsburg. The population increased modestly between 1990 and 2000 at over 13 percent. The average resident age is approximately 38, and the average annual household income is $67,444.

Visitor Characteristics Williamsburg attracts an estimated 4 million visitors annually.

Visitor Services According to Smith Travel Research, the Williamsburg market has 98 lodging properties and 9,300 total rooms available.

Visitor Attractions Busch Gardens theme park hosted 2.9 million visitors last year. Water Country USA, which offers 30 rides and attractions, received 700,000 visitors last year. The facility was recently rated one of the top water parks in the U.S. by Trip Advisor.

Colonial Williamsburg attracts 745,000 people annually. Shopping attractions include the Williamsburg Outlet Mall and Williamsburg Pottery Factory.

There are also a variety of attractions for linger longers, including bowling, a Go Kart track., several dinner theatres, a Ripleys Believe It or Not

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Wisconsin Dells, Wisconsin

Wisconsin Dells is a city in south-central Wisconsin. It is located partially within four counties: Adams, Columbia, Juneau, and Sauk. The city takes its name from the dells of the Wisconsin River. The closest metro areas are Madison (55 miles south), Milwaukee (120 miles southeast). It is also within 200+ miles off Minneapolis and Chicago.

Since the late 1970s the Dells area (Wisconsin Dells and Lake Delton) has become a water park mecca. Noah's Ark Water park opened in Lake Delton in 1979, and has become the largest and the most visited water parks in the U.S. Other outdoor amusement and water parks followed, featuring water slides, mini golf, roller coasters, go-karts, and other attractions. The Polynesian Resort Hotel opened the United States' and the Dells area's first indoor water park in 1994.

Regional Demographics The Dells has the lowest population base within a 30-mile radius at approximately 160,000. The average age is 42.3 years and the average annual household income is $57,000.

Visitor Characteristics The Dells hosts approximately 3 million visitors annually, of which an estimated 91 percent are overnighters.

Visitor Services Wisconsin Dells has more hotel rooms than any other city in Wisconsin, numbering more than 8,000. It also has 19 campgrounds with nearly 3,200 campsites.

Visitor Attractions With numerous indoor water parks and outdoor water parks in the Dells area, covering 70 acres (28 ha), Wisconsin Dells proclaims itself the "Water park Capital of the World". It is home to the largest outdoor water park in the U.S., Noah's Ark. The Big 5 Dells resorts with large indoor water parks are the Wilderness Territory, Kalahari Resort, Chula Vista Resort, Great Wolf Lodge, and Hotel Rome at Mt. Olympus.

Some other attractions in the Dells include the Dells Boat Tours, numerous golf courses, mini golf, go-kart tracks, water sports, horseback riding, Tommy Bartlett's Thrill Show, Exploratory, Ripley's Believe It or Not museum, Timber Falls Amusement the Ho-Chunk Casino and many other places of interest.

According to Wisconsin Dells CVB officials, teams from all over the country visit the Dells for basketball tournaments at JustAgame Fieldhouse; volleyball camps at the Wisconsin Dells Center at Chula Vista Resort, a bubble- covered facility; baseball games at Rotary Park; hockey showdowns at the Poppy Waterman Ice Arena; and more.

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Sandusky, Ohio

It is located in northern Ohio and is situated on the shores of Lake Erie, almost exactly half-way between Toledo to the west and Cleveland to the east.

Regional Demographics The Sandusky area has approximately 335,000 residents in the surrounding area. As shown in Exhibit A, however, population growth has been stagnant and actually declined between 2000 and 2011. The average resident age is approximately 41 years, and the average annual household income is $55,527.

Visitor Characteristics Sandusky attracts between 7 and 8 million people annually.

Visitor Services STR reports that the Sandusky market has 87 lodging properties and 6,524 rooms. This includes a Kalahari Resort (pictured below) and Great Wolf Lodge.

Visitor Attractions Sandusky is one of Ohio's most popular tourist destinations. The city is home to the Cedar Fair Entertainment Company, a regional leader in amusement parks and entertainment. Sandusky is also home to the company’s flagship amusement park, Cedar Point, which is renowned for its large collection of roller coasters. The theme park attracted roughly 3.1 million visitors last year.

In addition to Cedar Point, Sandusky has two outdoor water parks – Soak City and Monsoon Lagoon. Soak City attracts approximately 375,000 visitors annually. The area also has five indoor waiter parks, including a Great Wolf Lodge and a Kalahari Resort (pictured left).

In addition to Cedar Point and the 7 water parks, Sandusky has a variety of activities for linger longers that are primarily geared toward children and families. This includes bowling, mini golf and several museums,

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Traverse City, Michigan

Traverse City is the largest city in the 21-county Northern Michigan region. Along with its cross-peninsula counterpart Alpena, it is one of Northern Lower Michigan's two anchor cities. Because of its location in northern Michigan, the closest metro areas are a significant distance. Milwaukee is 235 miles southeast on the other side of Lake Michigan via the Milwaukee-Muskegon ferry, and Detroit is 260 miles south.

Regional Demographics Based on Claritas data, a total of 166,720 people reside within a 30-mile radius of Traverse City. This is the lowest of the selected destinations that MFA surveyed. This area experienced robust population growth between 1990 and 2000 at 24.3 percent but has slowed considerably since then. The average resident age is 43.3 years, which is the oldest among these selected destinations. The average household income within

Visitor Characteristics The Traverse City Convention & Visitors Bureau does not provide visitor estimates. Since the winters tend to be extremely cold, however, peak tourism occurs during the summer months.

Visitor Services STR reports that the area has a total of 118 lodging properties and 6,524 rooms, including a Great Wolf Lodge property.

Visitor Attractions The Traverse City area features varied natural attractions, including freshwater beaches, vineyards, a National Lakeshore, downhill skiing areas, and numerous forests. In 2009, TripAdvisor named Traverse City the number two small town travel destination in the United States. Lake Michigan presents a location for sailing, fishing, and kayaking.

The sandy soil is conducive to viticulture, and there are over 50 wineries in the Traverse City area. The Traverse City area has also begun to attract attention as a culinary destination.

The Traverse City area hosts a wide variety of festivals throughout the year. The self- proclaimed “Cherry Capital of the World,” the city holds an annual week-long Cherry Festival in the first full week in July, attracting approximately 500,000 visitors annually. The Festival of the Senses, a city-wide festival with events designed to stimulate all five of the senses, occurs in the fall. The festival features art exhibitions, music and theater.

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Branson, Missouri

Branson is a city in Taney County, Missouri, in the southwestern portion of the state near the Arkansas border. Springfield is 45 miles and Little Rock, Arkansas, is further at 170.

The construction of music theaters by nationally-known performers along Highway 76 has increased Branson's popularity as a tourist destination. Branson first became a tourist destination in the 1960s when The Old Mill Theater began its first outdoor production of the famous “Shepherd of the Hills” novel in 1960. The show known still runs today. That same year, the Herschend family opened Silver Dollar City as a recreated frontier town with live shows. In 1983, Branson began its transformation into a major tourist attraction when the 7,500 seat Swiss Villa Amphitheatre opened in Lampe, Missouri. The amphitheatre later closed in the early 2000s, but it established Branson as a touring destination for musical acts.

Regional Demographics Branson has a regional resident base of over 200,000 residents. That being said, the population has grown significantly since 1990. Between 1990 and 2000, the population increased by almost 50 percent, and over the last 11 years it has increased by 25 percent. The average resident age is approximately 40 years, and the average annual household income is $51,178.

Visitor Characteristics An estimated 8 million people visit Branson each year. Approximately 75 percent of these visitors are overnight guests and 25 percent are day trippers. The Branson CVB estimates that only 25 percent are first-time visitors.

Visitor Services According to STR, Branson has 218 lodging properties and 16,455 rooms.

Visitor Attractions Local attractions include The Hollywood Wax Museum, Silver Dollar City, White Water, Waltzing Waters, The Titanic Museum, Mount Pleasant Winery, Stone Hill Winery, Ride The Ducks, The Haunted House and Monster Asylum, Ripley’s Odditorium, The Haunted House and Monster Asylum, Butterfly Palace & Rainforest Adventure, Predator World and Dolly Parton's Dixie Stampede.

Branson Landing opened in the summer of 2006 on the Lake Taneycomo waterfront in downtown Branson. The lakefront project includes retail space with Bass Pro Shops and Hudson Belk as anchors in an outdoor shopping mall of stores and restaurants.

Three lakes in the area provide a variety of fishing and water sports activities.

In addition to its numerous attractions, Branson hosts the largest annual Veteran’s Day celebration in the U.S.

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Conclusions

The development of these destinations typically started with a natural attraction(s) such as water (Wisconsin Dells) or a gateway entrance to a major national park (Pigeon Forge) and gradually added visitor serving infrastructure and entertainment attractions. In time, the towns themselves became bigger attractions than the natural attractions that started the visitor flow. In addition to the natural attractions, one thing that all of these attractions provide is a sense of place. Other major festivals are held in these destinations every year.

Since Manteca does not have a natural attraction like a river, waterfall, or mountains and is situated at an approximate two hour drive from Yosemite National Park, the study team believes that the City of Manteca should capitalize and expand upon its current strengths as a location for family and youth sports. The parcel site also provides an opportunity to develop a cluster of restaurants and retailers in conjunction with other developments to create a “sense of place.”

The combination of local market familiarity with and access to the complex with the weekend tournament visitation will fuel the other family friendly facilities proposed for the site. In time, we expect the site will become well known for the family entertainment and will prosper and grow from that identity as has happened in many other family destinations that we profiled and analyzed across the U.S.

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Business Model

Introduction

The Manteca Family FEZ is an attraction. The basic business model of an attraction is to access existing visitor flows then gain from visitor flow expenditures to the extent that the venture is at least sustainable and possibly profitable. Attractions then serve visitors with a unique and enjoyable – for the market - form of entertainment and recreation. As an example, Disney World initially did this by drawing from the existing Florida visitor market flow and building on the idea of themed attractions. The visitor market had been in place for generations and it was served by numerous roadside attractions – but nothing on the scale of Disney. It succeeded by giving the Florida visitor flow a product both unique and targeted to the family market then profiting from it. It built on its success and, in time, helped stimulate the Florida visitor market flow to the benefit of many others who sought to serve it too.

While many think of attraction development as “if-you-build-it-they-will-come,” the reality is that attractions need financing to happen. Financing is more readily available to those ideas that are less risk aversive. Lower risk means serving visitor flows that already exist or for which there is a good argument that visitors are already available and will come. Other factors matter too. These include but are not limited to:

Ease of access to a visitor flow – right on-site is best; The greatest possible visibility of the site to the flow; A high level of commitment to a location on the part of the visitor flow (overnight flows are better for the level of commitment and economic impact); A low level of existing and likely competition, offering similar experiences; and The best possible demographic or interest fit.

In summary, the lower the risk, the easier the attraction is to finance and build.

As getting a good project built is the objective, this section addresses these issues for the Manteca FEZ.

Available Markets

There are four, and possibly five, available markets that the Manteca Family Entertainment Zone will be able to access:

1. The 1.3 million area residents within a 30-mile ring from the center of Manteca, which The Manteca FEZ Team has defined as the competitive market area. This area includes the majority of the population of San Joaquin County (approximately 685,000 residents) and small portions of the neighboring counties. Based on 2009 Cal Trans data, average annual daily traffic bypassing the FEZ site (SR 120 at Airport Way) is 72,000 vehicles or 26.3 million vehicles per year.

2. Players and their supporters/spectators at the adjacent Big League Dreams, which has been averaging total attendance of approximately 430,000 people in the past three years.

3. Shoppers on their way to or from the destination retailer, Bass Pro Shops, which is the retailer’s only store in Northern California. The 120,000 square-foot store is an anchor to The Promenade Shops at Orchard Valley, a 72-acre lifestyle development center. Attracting an estimated 2.9 million people annually. Bass Pro is the largest attraction in San Joaquin County in terms of annual visitation..

4. Visitors along SR-120 through Manteca to Yosemite National Park, which itself attracts approximately 3.9 million recreation visitors annually. SR-120 begins as a freeway intersecting Interstate 5 to extend Interstate 205 through Manteca. In east Manteca, the freeway ends at SR

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99 and becomes a highway which continues to head east through Escalon, Oakdale, Groveland and various other small towns through Yosemite National Park.

Based on entrance data from the National Park Service, The Manteca FEZ Team estimates that approximately 20 percent of all vehicle traffic going through the Big Oak Flat entrance along SR 120. This means that an estimated 800,000+ visitors pass through Manteca each year en route to Yosemite. An additional 23 percent or nearly 900,000 people pass through the Arch Rock entrance off SR 140 from Merced, but it is difficult to ascertain what percentage of visitors from the north (Sacramento) and Bay Area regions bypass SR-120 and the proposed site and pass through Manteca along Highway 99, heading south to SR-140. The Manteca FEZ Team understands that many Yosemite travelers prefer this route to avoid the reported congestion along SR-120 closer to the Park.

A possible fifth available market is that the FEZ may also attract guests of a family entertainment hotel and lodge, if it is built. At this time, the city is in discussions with a potential operator, but nothing has been agreed. One of the constraints of the FEZ is that it, unlike the proposed family-oriented hotel, it will not be very visible from Highway 120 (note that visibility is one of the risk factors cited previously). That being said, the presence of the proposed lodge and its visibility might suggest to visitors passing by on SR-120 that the area around the proposed facility is an entertainment area and worth a visitors side trip.

Each of these markets has unique characteristics, including commitment to Manteca, size of the market, purpose of visit, and proximity to and pre-existing familiarity with the FEZ.

1. Since area residents live close by already, they have a high level of commitment to the area but not necessarily the site due to its lack of visibility from SR-120. To draw people to the site it must offer a magnet to draw them-- one strong enough to get them to explore the area and find the proposed project on the site located “behind the Costco (and possibly the family entertainment hotel”) in Manteca.” Demographically, the 30-mile ring around Manteca is ideal for an FEZ. It is younger than the U.S. as a whole and includes many families. For example, the population of San Joaquin County age 14 or younger was 24.1 percent in 2010, and 24.5 percent within the competitive market area (30 miles), compared to 19.8 percent for the U.S. as a whole.

2. Sports tournament visitors to Big League Dreams (BLD) come for a day or two, particularly during the weekends for youth tournaments (ages 8-14), although the lack of family attractions can cause visitors to return home between days. It is The Manteca FEZ Team’s understanding that the majority of players are split between locals in the competitive market areas, the north (Sacramento), the south (Fresno), and the east (Bay Area), with the majority traveling within a 75- mile distance.

3. People shopping at the Bass Pro go right to the store and stay for one to two hours before heading home or to their outdoor destination. They too have a relatively low commitment to Manteca. Demographically, the Bass Pro visitor is very diverse but generally male-oriented and late-twenty-something and older.

Like a convention at a convention center, tournament players must go to where the tournament takes place, but in doing so, they make a commitment of a day or two to that locale. This commitment gets even more points because BLD visitors are already right there – on the site (one of the positive risk factors previously cited). Other sports tournament locations in town are likely to contribute, but at a much lower level as they are not “right there”, visible to the site, a short walk away, or very easy – for visitors – to leave their players navigate to the FEZ during or between games. Demographically, the visitor flow skews toward youths, especially during the weekends.

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4. Historically, Yosemite visitors travelling through town on Yosemite Avenue stop in Manteca for gas and/or retail concessions. The SR-120 bypass, which connects Interstate 5 and Highway 99, has reduced the time spent in Manteca, allowing people to get through town in just 20 minutes. Some may stay at area hotels or stop at Bass Pro, but reports are that the overnight guest numbers are not very high. Generally it can be said that this visitor flow does not really have a high commitment to Manteca – although they pass right through it. Curiously, many Yosemite visitors are day-trippers. They visit for the day, see the valley floor, and leave. Yosemite is, for many, a “bucket list” trip, with 57 percent of visitors being first-timers. Demographically, three – quarter of Yosemite visitors are either couples or families with older children. Young families are not a large percentage of Yosemite visitation. According to a 2009 summer (peak season) survey, only 19 percent of Yosemite visitors were less than 15 years of age. As previously noted, nearly 25 percent of the competitive market has residents less than 14 years of age.

5. If the family entertainment hotel and conference center is built, its visitors will be available to the proposed project. However, depending on the operator selected and types of amenities they provide, an operator like Great Wolf Lodge gives visitors access to a world of activities and attractions within the hotel/water park property itself. Certainly some will venture across the street to the proposed project, but possibly not many.

A review of these markets suggests that BLD sports tournament visitors and the area resident market are more reliable than the other available markets to support an FEZ.

The BLD tournament visitation is right on the site (see risk factors), has year-round business, includes many who already stay overnight or might if there was a reason, has many who have little to do between games, and is demographically a good fit for a family attraction. Since it is primarily a baseball facility, the potential for tournament visitors on-site is largely untapped as there are other tournament sports that could be added on-site. BLD visitors can park once and stay all day for games and the FEZ.

The local market, especially one currently underserved by entertainment, is always available for a product that appeals to them, is very family oriented, and hopefully will be motivated to find the site despite a lack of visibility as they can, as locals, navigate more easily than other flows – probably using Costco and Great Wolf as landmarks.

The potential exists for support from the proposed family entertainment hotel and conference center due to the similar demographics, but as development and the selected operator have yet to be confirmed, it cannot be regarded as a key market.

This is not to suggest that the FEZ would ignore the other visitor flows. While a FEZ should not be built on the promise of visitors from the Yosemite visitor flow, it would be reasonable to assume that some in the this flow, especially families with young children, may visit the FEZ en route to or from Yosemite.

Further, the Yosemite theme itself could reasonably become a part of the site’s attraction. The proposed movement of the ACE train to the west end of the site would add a major mass-transit alternative --one that, with good service that matches visitor needs, could connect to express buses that would travel to the Yosemite Valley floor. These buses could also serve two other markets:

The families coming for tournaments; and People for whom the idea of taking a train and then a bus (low impact) to Yosemite would be very appealing.

Some might make Manteca an overnight stop en route.

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Unlike the Yosemite flow, we see no easy way for the FEZ to gain access to the millions now going to the Bass Pro shop other than encouraging people to drive between the two destinations and park twice. An important distinction between the available markets or visitor flows is their level of maturity.

1. Yosemite visitation is increasing, but over the years has run within a narrow band. It is not expected to continue to grow significantly. Further, recent media reports about congestion and overcrowding during the peak summer months, could impact the park in the future, especially during the peak summer months.

2. Bass Pro is at or reaching maturity. It is also likely to see some decline in the future if other Bass Pro Shops locate in Northern California – as has been the pattern elsewhere when new Bass Pro stores are added to market areas. California currently has only two Bass Pro shops (Manteca and Rancho Cucamonga in Southern California) while greater Chicago/northwest Indiana, for example, supports three Bass Pro locations and two stores of its close competitor, Cabelas. The Manteca Bass Pro’s estimated annual visitation of 2.9 million may decline when other Bass Pro shops are added.

3. The existing tournament facility on-site, BLD, seems to be mature as it already successfully competes with other BLD branded facilities in other California locations. The principal reason for its success appears to be its central location in the state – with easy access to Bay Area teams and teams north and south in the valley. This is likely to translate to success in other sports, too, if tournament facilities for them were to be added on-site. The FEZ will be powered by tournament players.

4. The resident market has grown tremendously over the last two decades, but is forecast to grow at a slower rate in the years ahead. As noted, the most significant trend will be the increase in the Hispanic/Latino population segments.

5. The visitor flow to the proposed family entertainment and conference center hotel will be completely new. Assuming it is built, attendance could reach over 400,000 within two to three years but top out there as it is capacity constrained (room count).

The only visitor flows that the FEZ has control over is the flow from sports tournament facilities – where more activities on site would equal more visitation for the FEZ overall.

Consequences for the Development Program

The actual development program for the FEZ has a substantial amount of acreage to utilize. We understand that there are 144 acres plus the potential of additional acreage. This does not include the acreage of the proposed family entertainment and conference center hotel. In contrast, successful water parks can consume as little as fifteen to twenty acres and family entertainment centers with mini golf, go karts, arcade and party rooms typically are half that in size.

As we approach the preparation of a development program based on tournament sports visitation and the local market, the available markets chosen impact the development program in a number of important ways:

The activity mix in the FEZ should emphasize highly repeatable activities. We will be hoping to gain repeat visitation from the resident market. However, this is only possible if the activities are a bit different each experience and therefore – repeatable.

The activities in the FEZ should be a-la-carte or pay-as-you-go and should be no more than an hour each. Tournament visitors should be able to take in one or two activities between games; residents may not do more than two or three experiences on a visit as they expect to come back.

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The pricing per activity should be affordable to lower the hurtle for the resident market to become repeat visitors and to keep the sports tournament visitors playing increasing numbers of activities so they stay longer – similar to some fairgrounds pricing models. That said, there should be some premium cost experiences for aspirational purposes – such as a flow rider, or a zip line.

The overall facility may be targeted to a youth market, but it should offer something for all ages – especially food and beverage. To be a destination of choice for a resident market, variety, affordability, and a great atmosphere are necessary to serve the adults who come to play in the tournaments, the adults who bring the youths, and the entire resident market.

A clear “sense of place” for a visit program of activity, food and beverage, retail for sports and impulse shopping, and a promenade – a walkway along a lake or similar water feature – will be significant additions to a region that currently lacks places with a sense of place and of great interest to the resident market.

Locating a new sports tournament facility at the FEZ might perceptively consume significant land mass. Still, the existing Woodward sports complex in Manteca which has adjacency and parking concerns is only about a third of this parcel in size, leaving as much as a hundred acres for other uses (more if additional parcels are added to the site). If a field sports tournament facility is located on the FEZ site it would, like BLD, be a visitor flow generator and would power/result in a larger and more varied FEZ and help helping the overall package draw more deeply from the resident area market.

Thus, the development program should target the tournament sports visitors and the local resident market with a development that offers a strong sense of place and an affordable and repeatable mix of activities, food, beverage, and retail. This mix would enjoy a steady flow of expenditures from - initially the tournament flow and then the resident market area flow, and possibly a portion of the Yosemite available market flow over time too.

The next challenge for the Manteca FEZ Team is to devise a mix of activities, food, beverage, and retail that can be developed in the near term and be financially successful.

At this point the proposed mix includes a single new magnet package of a field sports complex and an indoor sports complex and a number of linger-longer activities. The linger-longer activities will initially be supported by BLD and the new on-site sports tournament flows then followed (quickly we assume) by support from the local market.

The scale and timing of the linger-longer package, described below, is tied to the addition of new magnets to the site. The FEZ linger longer activities include, but are not limited to:

An FEC package with Mini-golf, go-karts, arcade, and ball crawl; An adventure package with flowrider, zipline, ropes course, rock climbing, and kayak water course; A destination playground; A water play package with a water play structure, wave pool, and slides; Small lake for paddleboats, kayaks, and a party/event boat; Outdoor performance space; Food and beverage including family dining, coffeehouse, a brewpub and ESPN style sports bar and possible a destination restaurant (may depend on Great Wolf); Sports and impulse retail; and A hotel targeted to the sports market.

A key dimension of this package is that while it would get a boost from the development of a family entertainment hotel on the adjacent parcel, it does not rely on that project being developed as a visitor flow from the this project is not critical to the facility.

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Ap p e n d i x

About Market & Feasibility Advisors

Market Feasibility Advisors, LLC (MFA) provides data, analysis, and strategic consideration for public, private, and non-profit clients throughout the US and overseas. MFA staff has worked in a dozen countries, almost every state, Many Canadian Provinces and hundreds of communities across North America.

Working directly for clients or as a part of multi-disciplinary team, MFA prepares market, feasibility, master plan economics, impact studies and strategic plans based on realistic premises and the unique characteristics of the specific site, project, target markets, and competition.

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E x h i b i t A

Current, Past and Projected Population Estimates and Growth Rates 30-Mile Radius

Manteca, CA Bend, OR Pigeon Forge, TN Gatlinburg, TN Myrtle Beach, SC San Antonio, TX Galveston,TX New Braunfels, TX 2011 Estimate 1,306,984 193,007 632,973 402,992 328,757 1,935,846 479,485 1,277,237 2016 Projection 1,424,149 219,105 666,559 424,009 366,025 2,096,249 511,654 1,400,875

Growth 1990-2000 21.43% 53.27% 16.13% 19.06% 38.69% 20.28% 19.10% 23.19% Growth 2000-2011 21.79% 44.53% 15.15% 15.15% 39.02% 24.65% 16.41% 29.60% Projected 2011-2016 8.96% 13.52% 5.31% 5.52% 11.34% 8.29% 6.7% 9.68%

Kemah, TX Poconos, PA Niagara Falls, NY Williamsburg, VA Wisconsin Dells, WI Sandusky, OH Traverse City, MI Branson, MO 2011 Estimate 2,272,636 1,025,634 1,016,965 636,203 160,320 334,929 166,720 204.504 2016 Projection 2,446,800 1,062,226 995,607 654,432 164,658 332,538 170,613 220,920

Growth 1990-2000 13.95% 14.92% -2.29% 13.36% 17.51% 1.95% 24.33% 48.46% Growth 2000-2011 20.32% 12.31% -5.49% 9.65% 8.25% -0.96% 7.54% 24.71% Projected 2011-2016 7.66% 3.57% -2.10% 2.87% 2.71% -0.71% 2.34% 8.03%

Source: Claritas (2011) and MFA

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E x h i b i t B

Age Groups by Selected Market (2011) 30-Mile Radius

Manteca, CA Bend, OR Pigeon Forge,TN Gatlinburg,TN Myrtle Beach, SC San Antonio, TX Galveston, TX New Braunfels, TX Age 0 - 4 8.43 6.37 6.17 5.95 6.02 8.22 7.61 7.51 Age 5 - 9 8.02 6.17 6.00 5.76 5.65 7.86 7.57 7.39 Age 10 - 14 8.03 6.34 6.01 5.80 5.28 7.41 7.04 7.05 Age 15 - 17 5.03 4.00 3.65 3.66 3.17 4.47 4.28 4.26 Age 18 - 20 4.55 3.24 4.71 5.17 3.22 4.35 3.70 4.49 Age 21 - 24 5.51 4.33 5.89 5.64 4.34 5.63 4.87 5.99 Age 25 - 34 13.11 12.63 12.42 11.61 12.09 14.31 13.85 13.60 Age 35 - 44 13.23 13.07 13.37 12.74 12.01 13.41 13.78 13.34 Age 45 - 54 13.58 14.23 14.01 14.14 13.30 13.15 15.07 13.61 Age 55 - 64 10.07 14.26 12.52 13.26 15.22 10.27 11.72 10.96 Age 65 - 74 5.81 9.28 8.56 9.42 12.16 6.00 6.17 6.44 Age 75 - 84 3.23 4.42 4.77 4.98 5.92 3.48 3.21 3.73 Age 85 and over 1.41 1.64 1.90 1.85 1.62 1.46 1.15 1.62

Average Age 34.70 40.80 39.30 40.00 42.20 33.4 35.79 34.79

Family Households (%) 74.99 70.56 65.96 68.48 67.61 71.9 69.48 68.64 Non-Family Households (%) 25.01 29.44 34.04 31.52 32.39 28.1 30.52 31.36

Kemah, TX Poconos, PA Niagara Falls, NY Williamsburg, VA Wisconsin Dells, WI Sandusky, OH Traverse City, MI Branson, MO Age 0 - 4 8.62 5.64 5.42 6.11 6.09 6.20 5.61 6.63 Age 5 - 9 8.12 6.04 5.61 6.21 5.90 6.33 5.67 6.53 Age 10 - 14 7.31 6.68 6.12 6.43 5.95 6.68 5.89 6.65 Age 15 - 17 4.24 4.60 4.19 4.36 4.05 4.24 4.07 4.03 Age 18 - 20 4.15 4.11 4.40 4.75 3.39 4.07 3.51 3.57 Age 21 - 24 5.33 4.90 5.25 5.91 4.52 4.71 4.62 4.56 Age 25 - 34 15.34 10.40 12.21 12.48 11.02 10.86 10.93 11.97 Age 35 - 44 14.24 13.68 12.24 13.00 12.40 12.28 11.75 12.45 Age 45 - 54 13.10 16.76 15.30 15.09 15.66 15.00 15.46 13.62 Age 55 - 64 10.03 12.91 12.82 12.00 13.51 13.52 14.75 12.92 Age 65 - 74 5.41 7.78 8.11 7.83 8.99 8.59 10.05 10.23 Age 75 - 84 2.97 4.51 5.67 4.25 5.63 5.26 5.47 5.02 Age 85 and over 1.13 1.99 2.67 1.57 2.89 2.24 2.21 1.83

Average Age 34.40 40.58 40.57 37.89 42.32 40.62 43.25 39.88

Family Households (%) 69.32 71.77 63.70 70.51 68.74 69.90 70.30 72.68 Non-Family Households (%) 30.68 28.23 36.30 29.49 31.26 30.10 29.70 27.33

Source: Claritas (2011) and MFA

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E x h i b i t C HH Income Levels by Percent in Selected Markets (2011) 30-Mile Radius

Manteca, CA Bend, OR Pigeon Forge, TN Gatlinburg, TN Myrtle Beach, SC San Antonio, TX Galveston,TX New Braunfels, TX Income Less than $15,000 12.14 10.06 18.21 19.42 12.97 13.69 10.84 12.41 Income $15,000 - $24,999 10.53 10.41 13.85 14.52 12.72 11.74 9.19 10.93 Income $25,000 - $34,999 10.26 11.83 13.53 13.89 14.48 12.08 9.75 11.59 Income $35,000 - $49,999 14.54 17.91 17.09 17.67 18.66 16.60 14.16 16.34 Income $50,000 - $74,999 19.61 21.64 18.24 18.04 19.99 19.61 18.69 19.62 Income $75,000 - $99,999 13.07 12.00 8.76 8.06 9.68 10.91 13.44 11.57 Income $100,000 - $124,999 8.75 7.02 4.57 4.01 5.00 6.50 9.76 7.25 Income $125,000 - $149,999 4.63 3.41 2.22 1.79 2.49 3.51 5.75 3.92 Income $150,000 - $199,999 3.37 2.53 1.57 1.20 1.80 2.59 4.44 2.98 Income $200,000 - $499,999 2.65 2.64 1.64 1.19 1.82 2.31 3.41 2.80 Income $500,000 and more 0.45 0.57 0.33 0.20 0.39 0.45 0.56 0.58

Average HH Income $68,329 $65,785 $51,914 $47,889 $56,337 $69,696 $74,830 $66,016

Kemah, TX Poconos, PA Niagara Falls, NY Williamsburg, VA Wisconsin Dells, WI Sandusky, OH Traverse City, MI Branson, MO Income Less than $15,000 14.47 9.14 15.74 10.61 11.15 12.71 10.20 14.79 Income $15,000 - $24,999 10.71 9.03 12.85 9.72 11.62 12.50 12.05 14.32 Income $25,000 - $34,999 11.05 9.43 11.97 10.85 12.58 12.84 13.36 15.01 Income $35,000 - $49,999 15.33 14.13 15.05 15.85 18.27 17.67 19.71 19.18 Income $50,000 - $74,999 17.99 20.58 18.97 21.26 23.22 21.72 22.28 18.72 Income $75,000 - $99,999 11.28 14.54 11.22 13.23 11.91 11.47 10.43 8.79 Income $100,000 - $124,999 7.45 9.63 6.62 8.37 5.82 5.63 5.15 4.38 Income $125,000 - $149,999 4.37 5.57 3.31 4.06 2.35 2.50 2.59 1.77 Income $150,000 - $199,999 3.38 4.10 2.22 3.29 1.36 1.49 1.91 1.34 Income $200,000 - $499,999 3.22 3.31 1.76 2.34 1.45 1.29 1.99 1.44 Income $500,000 and more 0.74 0.53 0.30 0.41 0.27 0.18 0.34 0.25

Average HH Income $67,916 $75,280 $58,062 $67,444 $57,464 $55,527 $58,928 $51,178

Source: Claritas (2011) and MFA

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E x h i b i t D Tourism in Characteristics in Family Destination Markets (2010)

Manteca Yosemite Bend Pigeon Forge & Gatlinburg Myrtle Beach San Antonio Galveston New Braunfels Annual Visitors (millions) n/a1 3.9 2.0 10.0 14.6 26.0 6.5 1.2 Overnight Visitors (%) n/a 44% 75% 20% 90% 59% n/a n/a Daytrippers (%) n/a 56% 25% 80% 10% 41% n/a n/a

% First-Time Visitors n/a 57% 36% 38% 33% n/a n/a n/a

Total Lodging Properties 8/1142 8 36 250 460 300 86 63 Hotel/Motel Rooms 614/7,4322 1,386 2,712 18,744 10,000 35,600 6,734 3,739

Kemah Poconos Niagara Falls Williamsburg Wisconsin Dells Sandusky Traverse City Branson Annual Visitors (millions) 4.0 23.8 22.5 4.0 3.0 7.0-8.0 n/a 8.0 Overnight Visitors n/a 37% n/a n/a 91% n/a n/a 75% Daytrippers n/a 63% n/a n/a 9% n/a n/a 25%

% First-Time Visitors n/a n/a n/a n/a n/a n/a n/a 25%

Total Lodging Properties n/a 130 26 98 86 87 118 218 Hotel/Motel Rooms n/a 7,500 n/a 9,302 7,482 6,524 6,712 16,455

NOTE: Manteca lodging properties and hotet/motel room numbers provided by Manteca CVB 1 The San Joaquin Valley, w hich includes Stockton and Manteca, receives an estimated 4.0 million visitors annually 2 Second figure applies to the Stockon-Modesto MSA

Source: Individual convention & visitors bureaus and MFA

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