The redevelopment language in this garage operating agreement does a lot

I'd spend all 30 minutes on question 3 honestly. The affiliate sale plus a fee on that sale is the part where your interests and his stop pointing the same direction, and everything else in the deck is downstream of that.

On the affiliate sale mechanism, it exists in a lot of real estate agreements and it does real work in parking specifically, because the ownership entity that holds a cash-flowing garage is often a poor fit for the entity that will carry construction debt and a development timeline. Moving the asset to a new vehicle lets the sponsor bring in different capital for a different risk. The clause itself is common. The protections around it are where agreements differ.

Things that appear in stronger versions: the appraiser is chosen jointly or from a panel neither side controls, or two appraisals are averaged with a third if they diverge beyond a stated percentage. Some agreements require majority-in-interest consent for any affiliate transaction regardless of appraisal support. Some give existing members a right to roll their capital into the new entity instead of being cashed out, which matters if the redevelopment is where the value actually shows up. Some suspend transaction fees on affiliate sales specifically.

On the fee, a disposition fee paid on a sale to the manager's own affiliate is the kind of term that gets negotiated out or capped. Whether the term is enforceable and how the manager's duties to you apply depends on the governing law of the agreement and how courts in that state treat fiduciary duty waivers in LLC agreements, which varies, so have your own attorney read the document rather than relying on a forum reading of it.

For the call, ask what appraisal standard applies, whether members get a roll option, and what happens to distributions during a redevelopment period when the garage is closed.

Add one to the call list: ask for the last two full years of operating statements for the garage, monthly, split between contract and transient revenue. Sponsors talk about the land because the income story is often softer than the deck implies. If monthly contract revenue has been sliding since offices went partly remote, you want to see that yourself before you decide the dirt is carrying you.

The 30-minute call is short. I'd send the questions in writing 48 hours ahead so he can't run the clock down explaining the market. Whatever he answers on the call, ask him to confirm the appraisal and consent points by email afterward.

pike is right about where the conflict sits, but I'd push back a little on treating the affiliate clause as a red flag on its own. I've been on the small end of deals where the sponsor genuinely needed a new entity to bring construction capital in, and the LPs who got a roll option did better than the ones who took cash. The clause isn't the problem. Being cashed out at a number set by someone whose next entity benefits from that number being low is the problem. So the roll option is the ask.

What I'm still learning is how much of this is negotiable for a small LP check versus take it or leave it. If you're writing $100k into an $18M cap and the sponsor has the rest committed, you probably get no changes to the document. Worth asking where the raise stands, because that tells you whether your three questions are questions or requests.