It was heralded as the next hot retail trend — a shopping center designed to replicate the feel of an old-fashioned downtown.
Poag & McEwen had landed the 900-pound gorilla of 100-mile radius retailing in the form of Bass Pro Shops for the envisioned 746,740-square-foot Promenade Shops at Orchard Valley. JC Penney signed on. So did a 16-screen cinema and Best Buy.
When the first phase opened in the fall of 2008 on land at Union Road and the 120 Bypass where Manteca’s rodeo grounds — among other rural features — once stood the developers were confident that traditional national retailers that populate indoor malls would flock to Manteca to fill the in-line space between the three major tenants. Everything looked favorable. Fast growing new neighborhoods in Manteca and Lathrop with strong demographics. High visibility along the 120 Bypass that saw close to 100,000 vehicle trips a day including many cars filled with commuters to high paying Bay Area jobs who were flush with house equity wealth.  Orchard Valley’s open air layout known in the industry and a lifestyle center also promised retailers square footage lease rates much lower than enclosed malls.
Bass Pro’s grand opening that lured more than 40,000 people over four days — including almost 20,000 the first day making it impossible to find a parking space within a mile of the store — bolstered the confidence of leasing agents. They reportedly had a number of retailers in the wings that were waiting for Bass Pro to open before committing.
That was in October of 2008. It was the same month that the housing crisis triggered by liar loans erased all doubts about its depth and staying power of the economic slowdown.  Home prices had been sliding somewhat as foreclosures started piling up. Almost two weeks after the grand opening, the dam burst for Manteca and the rest of the northern San Joaquin Valley as they had what would eventually become a free-fall in housing prices approaching 60 percent.
 It was the birth of the Great Recession.
The retail expansion market dried up overnight.
Had the housing crisis started a year earlier, the odds are good Bass Pro, JC Penney and Best Buy would have pulled the plug on expansion plans just as Lowe’s would do in early 2009 with their envisioned 145,000-square-foot home improvement center that had gone through the approval process for a site at Airport Way and the 120 Bypass that the Atlanta-based firm eventually sold.
Leasing in-line space was almost impossible.
Then three years later, Best Buy took big hits nationally as on-line shopping made a significant inroad into its first targeted  brick-and-mortar products — electronics. Best Buy was forced to regroup and shutter some stores. They opted to close Manteca even though the store was making money since there were nearby locations ringing the city in Tracy, Modesto, and Stockton.
Poag & McEwen decided to switch strategies. Given the strong draw of Bass Pro being able to lure more than 1.2 million customers annually despite the recession, the success of the cinema and Red Robin almost from the opening day wished they had built a larger restaurant,  the decision was made to  re-market Orchard Valley as an outlet mall.
Despite being on the small side with space for just over 30 in-line stores, Craig Realty Group that owns 15 outlet centers in places such as San Clemente, Los Angeles, Denver, and Phoenix signed on as a partner.
They were immediately faced with a dilemma. Retailers were interested but they didn’t want to locate in Manteca unless they had a sizeable amount of the space locked up. Even so, the partnership was able to get a handful of outlet stores at Orchard Valley.
And despite the vacant space, the complex never became a financially albatross due to the solid performance of Bass Pro Shops as well as JC Penney and other tenants,
Now nine years after the first customer walked through the giant sequoia replica to shop among the trappings of Yosemite, the Sierra, and Poag & McEwen is making another shift.
This time around, the emphasis appears to be shifting somewhat to take advantage of market trends and to find users that aren’t impacted by Internet retailing.
On Tuesday, the Manteca Planning Commission will consider changes to the previously approved development plan for Orchard Valley.
One of the biggest changes is to allow the 30,038-square-foot former Best Buy to be leased as a fitness center. It would also add a 125-room hotel pad east of the existing 125-room Hampton Inn.
Several envisioned restaurant pads have been relocated. The biggest change is adding space for a 7,000-square-foot restaurant across from Bass Pro that would be situated in such a manner that it would extend over a portion of the manmade lake that has developed as a central gathering spot at the center,
In addition final approval is being sought for an electronic LED advertising sign along the 120 Bypass that originally was proposed in 2011. The sign’s message area is 48 feet and 5 inches wide by 14 feet and 3 inches.
The commission meets at 7 p.m. at the Civic Center, 1001 W. Center St.