Even though you don't want to change the case, here are some options you should consider because you'll save a good chunk and they are decent cases.
http://www.newegg.ca/Product/Product.aspx?Item=N82E16811147060
http://www.newegg.ca/Product/Product.aspx?Item=N82E16811119256
http://www.newegg.ca/Product/Product.aspx?Item=N82E16811815014
http://www.newegg.ca/Product/Product.aspx?Item=N82E16811124151
http://www.newegg.ca/Product/Product.aspx?Item=N82E16811133094
You can't overclock a Core i3 processors. Their multiplier is locked. You can overclock the bus a very small amount, but it's not recommended and you'd only get at most a couple hundred MHz. The reason you would want to get a Core i3 processor now is that, at stock, they do compare to AMD quad core processors in performance but you have the option of upgrading to a superior i5 or i7 processor later.
If you go with an AMD processor they do require a better power supply when overclocked. They'll use up to, and sometimes greater than, 100W more than an Intel chip when overclocked. So with the video card you chose, you need a name brand 400W power supply minimum. A no-name 4-500W won't cut it for overclocking.
Now with that said, you can shave off a few bucks from your original build and just get the cheaper Core i5 3450. It has a limited multiplier to allow some overclocking, but its performance is still very good at stock to get you smooth framerates in TF2. And FYI don't forget to look at combo deals. The 3450 has discounts when bundled with certain motherboards and there are a couple of cheap alternatives that you might be interested in:
http://www.newegg.ca/Product/ProductCombos.aspx?Item=N82E16819116506&SubCategory=343&fromcs=0&bcmTag=0&SortField=0&PageSize=100&Page=1
If you can't get an i5, your next best option would be the AMD FX-6300 (Vishera). And if you can't afford that then get the AMD Phenom 965.
Since you plan to overclock with the AMD chip you will most likely end up spending a bit more for a robust motherboard. Once you find a motherboard you like, cross reference it with this list to make sure it'll handle overclocking. I'd recommend either of these for your budget:
http://www.newegg.ca/Product/Product.aspx?Item=N82E16813131873
http://www.newegg.ca/Product/Product.aspx?Item=N82E16813128519
Lastly you should swap out that RAM for a different model. Those heatspreaders on it are big and could potentially interfere with an aftermarket CPU cooler - depending on what heatsink you choose to get. Corsair offers alternatives.
If you want to get a Core i5, for under $500, you'll have to basically change everything, including the case, and get a much weaker video card.. If you are willing to swap out the case and keep the 650 Ti, you can build an AMD (or Core i3) system for just under $500.