By 3-2 votes, the council members approved the annexation of Clarendon as well as proposed zoning and development agreements.

Mayor Bill Rauch, Donnie Beer and Frank Glover, who made his final council vote Wednesday before being replaced by Councilman-elect Mike Sutton next week, all voted in favor of the proposals. Gary Fordham and George O'Kelley were opposed.

Similar votes on the McLeod Farm tract were postponed at McLeod's request until its development plan has been reviewed by a land planner and further negotiations have been conducted with the Department of Defense. Claude McLeod, one of six family members who own McLeod Farm, said Wednesday night that he does not know what housing density the people of Beaufort would be happy with, but the family wants to make sure it does what is right.

"We're going to do what some of the people wanted us to do and have our plans reviewed by an independent planner," said McLeod, who said his family has been in Beaufort "forever."

"We've always been for what's best for Beaufort," he said. "We always wanted everyone to be happy."

McLeod said the family has not yet chosen a land planner to review its development plans.

The McLeod property was slated for 1,985 homes and 625,000 square feet of commercial space. Clarendon Farms now has approval to build up to 6,950 homes and slightly more than 1 million square feet of commercial space.

Wednesday's 4 1/2-hour meeting included three hours of public comment, including anti-annexation remarks from local author Pat Conroy, Beaufort County Planning Director Tony Criscitiello and Air Station Executive Officer Lt. Col. Troy Ward.

Ward said the air station negotiated with the city to make significant changes to the McLeod and Clarendon development agreements earlier this week, but he had not yet received written confirmation of those changes. He is also concerned that there may be parts of the documents that have not been adequately scrutinized and therefore may present an unacceptable risk for the air station.

"We feel very strongly about protecting the air station from incompatible development that could threaten its very existence in future years," Ward said.

"With the consent of the Secretary of the Navy, the air station is now officially opposed to the proposed annexation of Clarendon and McLeod at this time," Ward added to thunderous applause.

City Manager Scott Dadson said the air station made additional requests Tuesday that it had not voiced earlier in the negotiation process. Those additional requests were rejected by the owners of Clarendon, who "have stood by the concessions they have earlier made," Dadson said.

Under an amendment to the agreement passed by the council Wednesday, the air station has three years to work out development details with Clarendon owners. If an agreement can't be reached, land use restrictions near base operations would adhere to protections now in place.

Another Wednesday amendment restricts the use of the $1,000 per-home impact fees that will be collected by the city on behalf of the Beaufort County School District to projects only south of the Whale Branch River.

The school district voted Tuesday to purchase 70 acres of McLeod land to build a north-area high school. Glover said he introduced the amendment because he wanted to ensure that the school district didn't "renege and decide to go to the Dale area" to build the north-area high school instead.

Criscitiello's comments also aroused cheers from the crowd of nearly 500 people who squeezed into the Beaufort High School cafeteria. Criscitiello renewed the Planning Commission's request that the City Council delay its votes on Clarendon and McLeod until the Northern Beaufort County Regional Plan is completed. The regional plan is a non-binding, long-term blueprint for land use and development in the county.

Criscitiello pointed out that it will be impossible to impose the regional plan 's standards atop the now-approved Clarendon development plan.

He specifically pointed out that Beaufort has no local standards for non-jurisdictional wetlands, and if Beaufort were to later enact such an ordinance, it would not apply to Clarendon, nor will the benefits of the extensive fiscal and traffic analyses being done as part of the regional plan.

Concerns about the developments' impacts on traffic and on the city's and county's finances are near the top of the list of protesters' concerns. Other objections include claims that the Clarendon and McLeod developments will lead to increased taxes, harm environmentally sensitive tracts of land, hinder hurricane evacuation and overcrowd Beaufort's schools.

Many also worry that rampant development will detract from Beaufort's natural and cultural beauty, turning Beaufort into another Bluffton.

The annexations will also bring many benefits to the city, though, council members have said.

Beaufort County School District officials, for instance, have said the annexation of McLeod could

significantly ease the zoning process for the new school planned for that property.

City Hall projects taxes and fees generated by both developments will net $80,000 in 2008, $321,800 in 2013 and $4.24 million in 2037. A Clemson University study showed that the county's expenditures associated with the original development plans would have exceeded the revenue by more than

$300 million.

Before the vote, Fordham said it is unreasonable for the council to vote on the proposals before it receives a report from the Beaufort-Port Royal Joint Municipal Planning Commission, which considered the proposals for a second time Monday.

Fordham also criticized Beer for not adhering to her earlier public statements.

"Donnie, you made a statement that you would do anything in the world to protect the air station, and it sure doesn't look like we're going that way," Fordham said.

Beer replied that there are adequate protections in the development agreement.

"There are provisions in here to protect the air station, and if there were not, I would not support it, but I do support it," she said.

Beer added that the development agreements are "the most comprehensive and detailed that have ever been put forth in this county" and the developers have been "more than generous" in the concessions they have made.

Rauch said he considers Beaufort to be "the last paradise" on the East Coast, and the council members are "conservationists" who are acting in the best interest of the 13,000 people who elected them, "though I understand that is incomprehensible to many of you."