The electrochemical reduction of bicarbonate to renewable chemicals without external gaseous CO2 supply has been motivated as a means of integrating conversion with upstream CO2 capture. The way that CO2 is formed and transported during CO2-mediated bicarbonate reduction in flow cells is profoundly different from conventional CO2 saturated and gas-fed systems and a thorough understanding of the process would allow further advancements. Here, we report a comprehensive two-phase mass transport model to estimate the local concentration of species in the porous electrode resultant from homogeneous and electrochemical reactions of (bi)carbonate and CO2. The model indicates that significant CO2 is generated in the porous electrode during electrochemical reduction, even though the starting bicarbonate solution contains negligible CO2. However, the in situ formation of CO2 and subsequent reduction to CO exhibits a plateau at high potentials due to neutralization of the protons by the alkaline reaction products, acting as the limiting step toward higher CO current densities. Nevertheless, the pH in the catalyst layer exhibits a relatively smaller rise, compared to conventional electrochemical CO2 reduction cells, because of the reaction between protons and CO32- and OH- that is confined to a relatively small volume. A large fraction of the CL exhibits a mildly alkaline environment at high current densities, while an appreciable amount of carbonic acid (0.1-1 mM) and a lower pH exist adjacent to the membrane, which locally favor hydrogen evolution, especially at low electrolyte concentrations. The results presented here provide insights into local cathodic conditions for both bicarbonate cells and direct-CO2 reduction membrane electrode assembly cells utilizing cation exchange membranes facing the cathode.